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, 2020 Commission File Number 000-55607
FIRST MINING GOLD CORP.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
(Province or other jurisdiction of incorporation or
organization)
1040
(Primary Standard Industrial Classification Code
Number)
Not Applicable
(I.R.S. Employer Identification Number)
Suite 2070– 1188 West Georgia Street,
Vancouver, British Columbia V6E 4A2, Canada
(604) 688-3033
(Address and telephone number of Registrant’s principal executive offices)
National Registered Agents, Inc.
1090 Vermont Avenue N.W., Suite 910
Washington, D.C. 20005
(202) 371-8090
(Name, address (including zip code) and
telephone number (including area code) of
agent for service in the United States)
---------------------
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class:
None
Trading Symbol(s)
N/A
Name of exchange on which registered:
None
Securities registered pursuant to Section 12(g) of the Act: Common Shares, no par value
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.
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 697,216,453
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.
☒ Annual information form ☒ Audited annual financial statements
☒ Yes ☐ 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.
☒ Yes ☐ No
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.
☐ Yes ☐ No
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐ Yes ☐ No
EXPLANATORY NOTE
First Mining Gold Corp. (the “Company” or the “Registrant”) is a Canadian issuer eligible, pursuant to Section 13 of the Securities Exchange Act, to file its annual report on
Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange
Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
FORWARD-LOOKING STATEMENTS
This annual report on Form 40-F and the exhibits attached hereto contain “forward-looking statements” within the meaning of the United States Private Securities Litigation
Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking statements, which are all
statements other than statements of historical fact, include, but are not limited to, statements with respect to the future price of commodities, the estimation of mineral reserves
and mineral resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, reserve determination and
reserve conversion rates. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not
expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and
phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements are
subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be
materially different from those expressed or implied by such forward-looking statements, including but not limited to: fluctuations in the price of commodities; expectations
and anticipated impact of the COVID-19 pandemic; risks related to mining and exploration operations including risks related to fluctuations in the price of the primary
commodities mined at such operations, actual results of mining and exploration activities, economic and political risks of the jurisdictions in which the mining and
exploration operations are located, changes in project parameters as plans continue to be refined; and differences in the interpretation or application of tax laws and
regulations; as well as those factors discussed in the section entitled “Risks that can affect our business” in the Company’s annual information form (the “AIF”) for the
financial year ended December 31, 2020. Forward-looking statements are based on assumptions management believes to be reasonable, including but not limited to: no
material adverse change in the market price of commodities, that the mining and exploration operations will operate and the mining projects will be completed in accordance
with their public statements and achieve their stated production outcomes, and such other assumptions and factors as set out herein. Although the Company has attempted to
identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results
not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate. Accordingly, readers should not place
undue reliance on forward-looking statements. The forward-looking statements and forward-looking information contained or incorporated by reference in this annual report
on Form 40-F are included for the purpose of providing investors with information to assist them in understanding the Company’s expected financial and operational
performance and may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statements that are included or incorporated by
reference herein, except in accordance with applicable securities laws.
NOTE TO UNITED STATES READERS – DIFFERENCES
IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this annual report on Form 40-F in accordance with
Canadian disclosure requirements, which are different from those of the United States. The Company prepares its financial statements (the “Audited Financial Statements”)
in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
The AIF filed as Exhibit 99.1 to this annual report on Form 40-F has been prepared in accordance with the requirements of the securities laws in effect in Canada, which
differ from the requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining
terms as defined 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 (“CIM”) Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ
from the definitions in the United States Securities and Exchange Commission (the “SEC”) rules applicable to domestic United States companies.
Accordingly, information contained in this annual report on Form 40-F and the documents incorporated by reference herein containing descriptions of the Company’s 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.
-2-
Unless otherwise indicated, all dollar amounts in this annual report on Form 40-F are in Canadian dollars. The functional currency of the Company and its Canadian
subsidiaries is the Canadian dollar while the functional currency of the Company’s non-Canadian subsidiaries is the US dollar. The financial statement presentation currency
is the Canadian dollar. The expenditures of our Canadian operations where incurred in currencies other than Canadian dollars are translated at the exchange rates in effect at
the date of the underlying transactions. Differences arising from these foreign currency transactions are recorded in the consolidated statement of net loss.
CURRENCY
The AIF is filed as Exhibit 99.1 to, and incorporated by reference in, this annual report on Form 40-F.
ANNUAL INFORMATION FORM
AUDITED ANNUAL FINANCIAL STATEMENTS
The Audited Financial Statements for the year ended December 31, 2020, including the report of the independent registered public accounting firm with respect thereto, is
filed as Exhibit 99.2 to, and incorporated by reference in, this annual report on Form 40-F.
The Company’s management’s discussion and analysis of results of operations and financial condition for the year ended December 31, 2020 is filed as Exhibit 99.3 to, and
incorporated by reference in, this annual report on Form 40-F.
MANAGEMENT’S DISCUSSION AND ANALYSIS
See Exhibits 99.4, 99.5, 99.6 and 99.7, which are included as Exhibits to this annual report on Form 40-F.
DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
CERTIFICATIONS
As of the end of the period covered by this annual report on Form 40-F, 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 Company’s disclosure controls and procedures
(as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based upon the results of that evaluation, the CEO and the CFO have concluded that as of the
end of the period covered by this annual report on Form 40-F, the Company’s disclosure controls and procedures were effective. Disclosure controls and procedures include
controls and other procedures that are designed to ensure that (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the
Exchange Act is recorded, processed, summarized and reported within the appropriate time periods specified in applicable rules and forms and (ii) information required to be
disclosed by the Company in reports filed under the Exchange Act is accumulated and communicated to the Company’s management, including the CEO and CFO, as
appropriate, to allow for accurate and timely decisions regarding required disclosure.
-3-
Management’s Report on Internal Control over Financial Reporting
The Company’s management, with the participation of the CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with
International Financial Reporting Standards as issued by the International Accounting Standards Board. The Company’s internal control over financial reporting includes
policies and procedures that:
● maintain records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company;
● provide reasonable assurance that transactions are recorded as necessary for preparation of financial statements in accordance with IFRS;
● provide reasonable assurance that the Company’s receipts and expenditures are made only in accordance with authorizations of management and the Company’s
Directors; and
● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a
material effect on the Company’s consolidated financial statements.
Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect misstatements. Additionally, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, based on the criteria set forth in Internal Control
– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation
of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation,
management has concluded that the Company’s internal control over financial reporting was effective and no material weakness was identified as at December 31, 2020.
Attestation Report of the Registered Public Accounting Firm
This Annual Report on Form 40-F does not include an attestation report of the Company’s registered public accounting firm because the Company qualified as an "emerging
growth company" pursuant to Section 2(a)(19) of the Securities Act of 1933 during the year covered by this Annual Report on Form 40-F, and this Annual Report on Form
40-F is therefore not required to include such an attestation report.
Changes in Internal Control over Financial Reporting
During the period covered by this annual report on Form 40-F, no change occurred in the Company’s internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations of Controls and Procedures
The Company’s management, including the CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all
error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,
within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements
due to error or fraud may occur and not be detected.
-4-
Audit Committee
AUDIT COMMITTEE
The Company’s board of directors has a separately designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The
members of the Company’s audit committee are identified on pages 126 to 127 of the AIF, filed as Exhibit 99.1 and incorporated by reference herein. The Company’s board
of directors has determined that all members of the audit committee are independent (as determined under Rule 10A-3 of the Exchange Act and the rules of the New York
Stock Exchange) and are financially literate.
Audit Committee Financial Expert
The Company’s board of directors has determined that Raymond Polman is an audit committee “financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K under the
Exchange Act, in that he has an understanding of generally accepted accounting principles in Canada and financial statements and is able to assess the general application of
accounting principles in connection with the accounting for estimates, accruals and reserves. Mr. Polman also has experience preparing, auditing, analyzing or evaluating
financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the Company’s financial statements (or actively supervising another person who did so). Mr. Polman also has an understanding of
internal controls and procedures for financial reporting and an understanding of audit committee functions. Mr. Polman has experience as a principal financial officer,
principal accounting officer, controller, public accountant or auditor.
CODE OF ETHICS
The Company has adopted a written Code of Business Conduct and Ethics. A copy of this code is available on the Company’s website at http://www.firstmininggold.com or
to any person without charge, by written request addressed to: First Mining Gold Corp., Attention: General Counsel & Corporate Secretary, Suite 2070 – 1188 West Georgia
Street, Vancouver, British Columbia V6E 4A2, Canada 1.844.306.8827, or by email (info@firstmininggold.com).
PRINCIPAL ACCOUNTANT FEES AND SERVICES
PricewaterhouseCoopers LLP served as the Registrant's principal accountant (the “Principal Accountant”) for the year ended December 31, 2020. See page 128 of the AIF,
which is attached hereto as Exhibit 99.1, for the total amount billed to the Company by PricewaterhouseCoopers LLP for services performed in the last two financial years by
category of service (for audit fees, audit-related fees, tax fees and all other fees) in Canadian dollars.
Since the enactment of the Sarbanes-Oxley Act of 2002 on July 30, 2002, all audit and non-audit services performed by the Registrant’s outside auditors are pre-approved by
the audit committee of the Registrant.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, or relationships with
unconsolidated special purpose entities.
OFF-BALANCE SHEET ARRANGEMENTS
-5-
The information provided under the heading “Management’s Discussion and Analysis – Financial Instruments – Financial Liabilities and Commitments contained in
Exhibit 99.3 as filed with this annual report on Form 40-F contains the Company’s disclosure of contractual obligations and is incorporated by reference herein.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Not applicable.
MINE SAFETY DISCLOSURE
UNDERTAKINGS
The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested
to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on
Form 40-F arises; or transactions in said securities.
The Company filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to
file this annual report on Form 40-F arises.
CONSENT TO SERVICE OF PROCESS
-6-
Exhibit
99.1
99.2
99.3
99.4
99.5
99.6
99.7
99.8
99.9
99.10
99.11
99.12
99.13
99.14
99.15
99.16
99.17
99.18
99.19
101.INS
101.SC
101.CAL
101.DEF
101.LAB
101.PR
EXHIBIT INDEX
Description
Annual Information Form of the Company for the year ended December 31, 2020
Audited consolidated financial statements and related audit reports of the Company, for the year ended December 31, 2020 are exhibits to and form a part
of this annual report
Management’s Discussion and Analysis for the year ended December 31, 2020
CEO Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
CFO Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Consent of Dr. Gilles Arseneau, Ph.D., P.Geo., of SRK Consulting (Canada) Inc.
Consent of Gordon Zurowski, P.Eng., of AGP Mining Consultants Inc.
Consent of Roland Tosney, P.Eng., of AGP Mining Consultants Inc.
Consent of Cameron McCarthy, P.Eng., P.Geo., P.Tech., of Swiftwater Consulting Ltd.
Consent of Duke Reimer, P.Eng., of Knight Pièsold Ltd.
Consent of Dr. Adrian Dance, Ph.D., P.Eng. (BC # 37151), FAusIMM, of SRK Consulting (Canada) Inc.
Consent of Mark Drabble, B.App.Sci (Geology), MAIG, MAusIMM, of Optiro Pty Limited
Consent of Kahan Cervoj, B.App.Sci (Geology), MAIG, MAusIMM, of Optiro Pty Limited
Consent of B. Terrence Hennessey, P.Geo., of Micon International Limited
Consent of Michael P. Cullen, M.Sc., P.Geo., of Mercator Geological Services Limited
Consent of Hazel Mullin, P.Geo., of First Mining Gold Corp.
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
-7-
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, thereto duly authorized.
SIGNATURES
Date: March 25, 2021
FIRST MINING GOLD CORP.
By: /s/ Daniel W. Wilton
Daniel W. Wilton
Chief Executive Officer
Exhibit 99.1
CONTENTS
Important information about this document
Reporting currency and financial information
Caution about forward-looking information
Examples of forward-looking information in this AIF
Material risks
Material assumptions
National Instrument 43-101 definitions
Glossary of units
Glossary of elements
Glossary of abbreviations and acronyms
Cautionary note to US investors
About First Mining
Vision and strategy
General overview of our business
Three-year history
Recent developments
Significant acquisitions
Corporate organization
Our projects
Material Properties
Springpole
Technical report
Project description, location and access
History
Geological setting, mineralization and deposit types
Exploration
Drilling
Sampling, analysis and data verification
Mineral processing and metallurgical testing
Mineral resource estimates
Mineral reserve estimates
Mining methods
Processing and recovery operations
Infrastructure, permitting and compliance activities
Capital and operating costs
Exploration, development and production
Cameron
Technical report
Project description, location and access
History
Geological setting, mineralization and deposit type
Exploration
Drilling
Sampling, analysis and data verification
Mineral processing and metallurgical testing
Mineral resource estimates
Recent developments
2
4
4
4
5
6
7
8
10
11
11
12
13
13
14
17
24
25
25
26
27
28
28
28
32
34
34
35
36
40
42
43
43
44
46
49
54
55
55
55
56
57
58
58
59
64
65
66
CONTENTS (continued)
Pickle Crow
Technical report
Project description, location and access
History
Geological setting, mineralization and deposit types
Exploration
Drilling
Sampling, analysis and data verification
Mineral processing and metallurgical testing
Mineral resource estimates
Recent activities
Recent developments
Hope Brook
Technical report
Property description, location and access
History
Geological setting, mineralization and deposit types
Exploration
Drilling
Sampling, analyses and data verification
Mineral processing and metallurgical testing
Mineral resource estimates
Non-material properties
Risks that can affect our business
Types of risk
Exploration, development, production and operational risks
Financial risks
Political risks
Regulatory risks
Environmental risks
Industry risks
Other risks
Investor information
Share capital
Common shares
Preferred shares
Security-based compensation and convertible securities
Material contracts
Market for our securities
Prior sales
Trading activity
Our team
Audit Committee information
Interests of experts
Additional information
Appendix A – Audit Committee Charter
3
67
67
67
68
69
70
71
72
74
77
79
80
81
81
81
82
83
84
84
85
87
88
89
91
92
92
97
100
101
102
103
105
111
111
111
112
112
113
117
118
119
120
126
130
131
132
Important information about this document
This annual information form (“AIF”) provides important information about the Company. It describes, among
other things, our history, our markets, our exploration and development projects, our Mineral Resources and
Mineral Reserves, sustainability, our regulatory environment, the risks we face in our business and the market for
our shares.
Throughout this document, the terms we, us, our, the
Company and First Mining mean First Mining Gold Corp.
and its subsidiaries, in the context.
Information on our website is not part of this AIF, nor is it incorporated by reference herein. Our filings on SEDAR are also not part of this AIF, nor are they incorporated by
reference herein.
Reporting currency and financial information
The reporting currency of the Company is Canadian dollars. Unless we have specified otherwise, all dollar amounts (“$”) referred to in this AIF are in Canadian dollars. Any
references to “US$” mean United States (US) dollars.
Caution about forward-looking information
This AIF includes statements and information about our expectations for the future. When we discuss our strategy, business prospects and opportunities, plans and future
financial and operating performance, or other things that have not yet taken place, we are making statements considered to be forward-looking information or forward-looking
statements under applicable securities laws. We refer to them in this AIF as forward-looking information.
Key things to understand about the forward-looking information in this AIF:
● It typically includes words and phrases about the future, such as expect, believe, estimate, anticipate, plan, intend, predict, goal, target, forecast, project, scheduled,
potential, strategy and proposed (see examples listed below).
● It is based on a number of material assumptions, including those we have listed below, which may prove to be incorrect.
● Actual results and events may be significantly different from what we currently expect, because of the risks associated with our business. We list a number of these
material risks on the next page. We recommend you also review other parts of this AIF, including the section “Risks that can affect our business” starting on page 92,
which discuss other material risks that could cause our actual results to differ from current expectations.
Forward-looking information is designed to help you understand management’s current views of our near-term and longer-term prospects. It may not be appropriate for other
purposes. We will not update or revise this forward-looking information unless we are required to do so by applicable securities laws.
4
Examples of forward-looking information in this AIF
● statements regarding future acquisitions of mineral properties
● statements relating to our vision and strategy
● our intention to eventually pay a dividend to our shareholders
● our intention to de-risk our material assets through exploration, drilling, calculating resource estimates, conducting economic studies and other activities
● our intention to utilize our management team’s expertise to successfully permit and construct producing mines at our material assets
● statements relating to the criteria we will use when assessing potential acquisitions
● our belief that we will continue to be able to locate and retain professionals with the necessary specialized skills and knowledge
● statements regarding our intention and ability to select, acquire and bring to production suitable properties or prospects for mineral exploration and development
● our ability to raise the capital necessary to fund our operations and the potential development of our properties
● statements regarding future share issuances under our at-the-market equity program
● our ability to obtain the resources to conduct exploration and development activities on our properties
● our belief that the policies and procedures implemented by our executive management team provide a safe working environment for all of our employees,
consultants, contractors and stakeholders
● statements regarding shifts in gold demand
● our ability to work with the various Indigenous communities in relation to the development of our projects
● our intention to construct a low-profile, resource access road to connect the Hope Brook Project to the Burgeo Highway or Highway 480
● our intention to continue to make expenditures to ensure compliance with applicable laws and regulations
● statements regarding potential increases in the ultimate recovery of gold and silver from our properties, including the Springpole Project
● statements regarding regulatory approval and permitting, including but not limited to the Environmental Assessment process currently underway at the Springpole
Project and our plans to submit an Environmental Impact Statement for the Springpole Project
● statements regarding continued drilling and other exploration activities at the Springpole Project
● statements regarding future drilling by Auteco Minerals Ltd. at the Pickle Crow Project
● our intentions and expectations regarding exploration at any of our mineral properties
● forecasts relating to mining, development and other activities at our operations
● statements regarding projected capital and operating costs, net present value and internal rate of return and cash flows of the Springpole Project
5
● forecasts relating to market developments and trend in global supply and demand for gold
● future royalty and tax payments and rates
● future work on our non-material properties
● our Mineral Reserve and Mineral Resource estimates
● statements regarding future consideration payable to First Mining pursuant to the Silver Stream Agreement and the Treasury Metals SPA
● statements regarding the planned distribution of TML Shares and TML Warrants to First Mining’s shareholders pursuant to the Treasury Metals SPA
Material risks
● exploration, development and production risks
● operational hazards
● global financial conditions
● commodity price fluctuations
● availability of capital and financing on acceptable terms
● uncertainties and substantial expenditures related to determining
whether Mineral Resources or Mineral Reserves exist on a property
● future sales by existing shareholders could reduce the market price of
our shares
● we may be adversely affected by currency fluctuations, volatility in
securities markets and volatility in mineral prices
● we have no history of commercially producing metals from our
● accidents or equipment breakdowns may occur
mineral exploration properties
● our Mineral Resource estimates may not be reliable, or we may
encounter unexpected or challenging geological, hydrological or
mining conditions
● our exploration plans may be delayed or may not be successful
● we may not be able to obtain or maintain necessary permits or
approvals from government authorities
● we may be affected by environmental, safety and regulatory risks,
including increased regulatory burdens or delays
● the cyclical nature of the mining industry
● there may be changes to government regulations or policies, including
tax and trade laws and policies
● we may be adversely affected by changes in foreign currency
exchange rates, interest rates or tax rates
● our estimates of production, purchases, costs, decommissioning or
reclamation expenses, or our tax expense estimates, may prove to be
inaccurate
● we may be impacted by natural phenomena, including inclement
● there may be defects in, or challenges to, title to our properties
weather, fire, flood and earthquakes
● we may lose our interest in certain projects if we fail to make certain
required payments or minimum expenditures
● we may be unable to enforce our legal rights under our existing
agreements, permits or licences, or may be subject to litigation or
arbitration that has an adverse outcome
● our operations may be disrupted due to problems with our own or our
customers’ facilities, the unavailability of reagents or equipment,
equipment failure, lack of tailings capacity, labour shortages, ground
movements,
transportation disruptions or accidents or other
exploration and development risk
● we may be impacted by public health crises, such as the COVID-19
novel coronavirus (“COVID-19”) outbreak
6
Material assumptions
● the assumptions regarding market conditions upon which we have
● our ability to satisfy payment and minimum expenditure obligations in
based our capital expenditure expectations
respect of certain of our properties
● the availability of additional capital and financing on acceptable terms,
or at all
● our Mineral Reserve and Mineral Resource estimates and the
assumptions upon which they are based are reliable
● the success of our exploration plans
● our expectations regarding spot prices and realized prices for gold and
other precious metals
● market developments and trends in global supply and demand for gold
meeting expectations
● our expectations regarding tax rates and payments, foreign currency
exchange rates and interest rates
● our reclamation expenses
● the geological conditions at our properties
● our ability to comply with current and future environmental, safety and
other regulatory requirements, and to obtain and maintain required
regulatory approvals without undue delay
● our operations are not significantly disrupted as a result of natural
disasters, governmental or political actions, public health crises, such
as the COVID-19 outbreak, litigation or arbitration proceedings, the
unavailability of reagents, equipment, operating parts and supplies
critical to our activities, equipment failure, labour shortages, ground
movements, transportation disruptions or accidents or other
exploration and development risks
● our ability to maintain the support of stakeholders and rights holders
necessary to develop our mineral projects
● the accuracy of geological, mining and metallurgical estimates
● maintaining good relationships with the communities in which we
operate
7
National Instrument 43-101 definitions
Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-
101”). The definitions in NI 43-101 are adopted from those given by the Canadian Institute of Mining Metallurgy and Petroleum (“CIM”).
Qualified Person
Mineral Resource
The term “Qualified Person” refers to an individual who is an engineer or geoscientist with at least five years of experience in
mineral exploration, mine development, production activities and project assessment, or any combination thereof, including
experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating
organization.
The term “Mineral Resource” refers to a concentration or occurrence of diamonds, natural solid inorganic material, or natural
solid fossilized organic material including base and precious metals, coal and industrial minerals in or on the Earth’s crust in such
form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity,
grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from
specific geological evidence and knowledge, including sampling.
Inferred Mineral Resource
The term “inferred mineral resource” refers to that part of a mineral resource for which quantity and grade or quality are estimated
on the basis of limited geological evidence and limited sampling. Geological evidence is sufficient to imply but not verify
geological and grade or quality continuity. The estimate is based on limited information and sampling gathered through
appropriate sampling techniques from locations such as outcrops, trenches, pits, workings and drill holes.
Indicated Mineral Resource
Measured Mineral Resource
The term “Indicated Mineral Resource” refers to that part of a Mineral Resource for which quantity, grade or quality, densities,
shape and physical characteristics can be estimated with sufficient confidence to allow the appropriate application of modifying
factors (including, but not limited to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environment,
social and governmental factors) in sufficient detail to support mine planning and evaluation of the economic viability of the
deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate
techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to reasonably
assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level
of confidence than that applying to a “Measured Mineral Resource” and may only be converted to a “Probable Mineral Reserve”.
The term “Measured Mineral Resource” refers to that part of a Mineral Resource for which quantity, grade or quality, densities,
shape and physical characteristics can be estimated with sufficient confidence to allow the appropriate application of modifying
factors (including, but not limited to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environment,
social and governmental factors) in sufficient detail to support detailed mine planning and final evaluation of the economic
viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered
through appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes that are spaced closely
enough to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a
higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be
converted to a “Proven Mineral Reserve” or to a Probable Mineral Reserve.
8
Mineral Reserve
Probable Mineral Reserve
Proven Mineral Reserve
The term “Mineral Reserve” refers to that part of a Measured and/or Indicated Mineral Resource which, after the application of all
mining factors, result in an estimated tonnage and grade which, in the opinion of the Qualified Person(s) making the estimates, is
the basis of an economically viable project after taking account of all relevant modifying factors (including, but not limited to,
mining, processing, metallurgical, infrastructure, economic, marketing, legal, environment, social and governmental factors). It
includes diluting materials that will be mined in conjunction with the Mineral Reserves and delivered to the treatment plant or
equivalent facility, as well as allowances for losses which may occur when the material is mined or extracted, and Mineral
Reserves are defined by studies at pre-feasibility or feasibility level, as appropriate. Such studies demonstrate that, at the time of
reporting, extraction could reasonably be justified. The term Mineral Reserve does not necessarily signify that extraction facilities
are in place or operative or that all governmental approvals have been received. It does, however, signify that there are reasonable
expectations of such approvals.
The term “Probable Mineral Reserve” refers to the economically mineable part of an Indicated Mineral Resource, and in some
circumstances, a Measured Mineral Resource. The confidence in the modifying factors (including, but not limited to, mining,
processing, metallurgical, infrastructure, economic, marketing, legal, environment, social and governmental factors) applying to a
Probable Mineral Reserve is lower than that applying to a “Proven Mineral Reserve”. Probable Mineral Reserve estimates must be
demonstrated to be economic, at the time of reporting, by at least a pre-feasibility study.
The term “Proven Mineral Reserve” refers to the economically mineable part of a Measured Mineral Resource. A Proven Mineral
Reserve implies that the Qualified Person has the highest degree of confidence in the estimate and the modifying factors
(including, but not limited to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environment, social
and governmental factors). Use of the term is restricted to that part of the deposit where production planning is taking place and
for which any variation in the estimate would not significantly affect the potential economic viability of the deposit. Proven
Mineral Reserve estimates must be demonstrated to be economic, at the time of reporting, by at least a pre-feasibility study.
9
Glossary of units
Unit
centimetre(s)
cubic metre(s)
day
degree(s)
foot/feet (as context requires)
gram(s)
grams per tonne
hectare(s)
kilogram(s)
kilometre(s)
metre(s)
micrometre(s)
million ounces
million cubic metres
million tonnes
ounce(s)
ounce(s) per tonne
parts per million
square kilometre(s)
square metre(s)
tonne(s)
tonnes per cubic metre
Abbreviation
cm
m3
d
°
ft.
g
g/t
ha
kg
km
m
µm
Moz.
Mm3
Mt
oz.
oz./t
ppm
km2
m2
t
t/m3
10
Abbreviation
Cu
Au
Ag
Glossary of elements
Element
copper
gold
silver
Glossary of abbreviations and acronyms
All-In Sustaining Costs
Canadian Environmental Assessment Act
Carbon-in-Pulp
Cut-off Grade
Environmental Impact Statement
Engineering, Procurement and Construction Management
General and Administrative
Internal Rate of Return
Life-of-Mine
National Instrument 43-101
Net Present Value
Net Smelter Return
Non-Acid Generating
Potentially Acid Generating
Pre-Feasibility Study
Preliminary Economic Assessment
Quality Assurance
Quality Control
Waste Storage Facility
AISC
CEAA
CIP
COG
EIS
EPCM
G&A
IRR
LOM
NI 43-101
NPV
NSR
NAG
PAG
PFS
PEA
QA
QC
WSF
11
Cautionary note to US investors
Technical disclosure contained or incorporated by reference in this AIF has not been prepared in accordance with the requirements of United States securities laws and uses
terms that comply with reporting standards in Canada with certain estimates prepared in accordance with 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.
The terms “Mineral Reserve”, “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in accordance with NI 43-101 and the CIM
Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as may be amended from time to time. These definitions differ from the
definitions in the United States Securities and Exchange Commission (the “SEC”) rules applicable to domestic United States companies. In addition, the terms “Mineral
Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are defined under the 2014 CIM Definition Standards, and are
required to be disclosed by NI 43-101. However, these terms are not defined under the SEC rules applicable to domestic United States companies. Accordingly, information
concerning mineral deposits set forth or incorporated by reference herein may not be comparable with information made public by companies that report in accordance with
U.S. standards.
12
About First Mining
First Mining Gold Corp. is a Canadian-focused gold exploration and development company that was created in 2015 by Mr. Keith Neumeyer, founding President and CEO of
First Majestic Silver Corp. and a co-founder of First Quantum Minerals Ltd.
We are a Canadian gold developer, with our primary focus being the development and permitting of our Springpole Gold Project (the “Springpole Project” or “Springpole”)
in northwestern Ontario. Springpole is one of the largest undeveloped gold projects in Canada. We announced the results of a positive Pre-Feasibility Study for the Springpole
Gold Project in January 2021, and permitting activities are on-going with submission of an Environmental Impact Statement for the project targeted by the end of 2021. We
also hold a large equity position in Treasury Metals Inc. (“Treasury Metals”) which is advancing the Goliath Gold Complex project towards construction. Our portfolio of
gold projects in eastern Canada also includes the Pickle Crow (being advanced in partnership with Auteco Minerals Ltd.), Cameron, Hope Brook, Duparquet, Duquesne, and
Pitt gold projects.
We are publicly listed on the Toronto Stock Exchange (“TSX”) under the trading
symbol “FF”, in the US on the OTC-QX under the trading symbol “FFMGF”, and on
the Frankfurt Stock Exchange under the symbol “FMG”. Our management team has
decades of experience in evaluating, exploring and developing mineral assets.
First Mining Gold Corp.
(TSX: FF; OTC-QX: FFMG; Frankfurt: FMG)
Head Office:
First Mining Gold Corp.
Suite 2070
1188 West Georgia Street
Vancouver, BC V6E 4A2
Canada
Registered & Records Office:
Bennett Jones LLP
Suite 2500, Park Place
666 Burrard Street
Vancouver, BC V6C 2X8
Canada
Telephone: 604.639.8848
Vision and strategy
We hold a portfolio of 13 mineral assets in Canada and the United States, with a focus on gold. Our vision is to advance our material assets toward a construction decision
and, ultimately, to production.
To achieve this goal, our strategy is to:
● advance the Springpole Project to a construction decision by taking Springpole through the environmental assessment process and completing a feasibility study for
the project;
● de-risk our material assets through exploration, drilling, calculating resource estimates, conducting engineering, environmental and economic studies, advancing the
projects through permitting processes and other activities;
● surface value for our portfolio of assets by finding partners to help advance them by committing financial and human capital to advance and de-risk them;
● utilize our management team’s expertise to successfully permit, finance and construct producing mines at our material assets, either on our own or with financial or
operating partners; and
● continue to grow our asset base by acquiring additional mineral assets.
13
We may acquire additional mineral assets in the future. We consider the following criteria when assessing potential acquisition targets:
● Quality of asset – we consider factors such as economics, grade, size and exploration potential, metallurgy and mineability (eg. strip ratio) when assessing a new
mineral property.
● Location – we are focused on assets located in politically stable and mining friendly jurisdictions.
● Compatibility with our existing asset base – we consider whether a project can improve the economic or strategic value of our existing projects.
● Availability of infrastructure – we consider whether the project has good access to power, water, highways, ports and a labour force.
● Holding costs – we take into account the holding costs (eg. assessment work requirements) and annual taxes payable on the mineral claims when deciding whether to
acquire a new mineral property.
● Valuation – we look for attractively valued resources to add to our portfolio.
General overview of our business
We are in the exploration and development stage, and we do not currently own any producing properties. Consequently, we have no current operating income or cash flow
from our properties, nor have we had any income from operations in the past three financial years. At this time, our operations are primarily funded by equity financings.
An investment in First Mining is speculative and involves a high degree of risk due to the nature of our business and the present stage of exploration of our mineral properties.
We encourage readers to carefully consider the risk factors that are set out in this AIF in the section “Risks that can affect our business” which starts on page 92.
Principal products
We are currently in the exploration and development stage and do not produce or sell mineral products. Our principal focus is on gold.
Specialized skills and knowledge
Our business requires individuals with specialized skills and knowledge in the areas of geology, drilling, geophysics, geochemistry, metallurgy, engineering and mineral
processing, implementation of exploration programs, mine engineering, environmental assessment and mine permitting, acquisitions, capital raising, mine finance,
accounting, and environmental compliance. In order to attract and retain personnel with such skills and knowledge, we maintain competitive remuneration and compensation
packages. To date, we have been able to locate and retain such professionals in Canada and in the US, and we believe we will be able to continue to do so.
14
Competitive conditions
The precious metal mineral exploration and mining industry is very competitive in all phases of exploration and development, and we compete with numerous other
companies and individuals in the search for, and the acquisition and development of, attractive precious metal mineral properties.
As a result of this competition, we may at times compete with other companies that have greater financial resources and technical facilities, and we may compete with other
exploration and mining companies for the procurement of equipment and for the availability of skilled labour, which means that there may be times where we are unable to
attract or retain qualified personnel. As well, we cannot assure you that additional capital or other types of financing will be available if needed or that, if available, the terms
of such financing will be favourable to us.
As a result of the competitors in our industry, many of whom have greater financial resources than us, the Company may be unable to acquire attractive mineral properties in
the future on terms it considers acceptable. We also compete with other companies when it comes to: (a) raising the capital necessary to fund our operations and the potential
development of our properties; and (b) obtaining the resources to conduct exploration and development activities on our properties.
Cycles
The mining business is subject to commodity price cycles. The gold market, late in 2010, made significant gains in terms of US dollars but remained volatile throughout 2011
and suffered significant declines in 2013 and 2014. The financial markets for mining in general and mineral exploration and development in particular, continued to be weak
through to the end of 2020 and, as a result of the COVID-19 crisis and the response of governments and the private sector to COVID-19, markets are experiencing extreme
volatility as of the date of this AIF. The long-term effects of this pandemic on financial markets and the economy in general is at present unknown. If the global economy
stalls and commodity prices decline as a consequence, a continuing period of lower prices could significantly affect the economic potential of many of our current properties
and may result in First Mining ceasing work on, or dropping its interest in, some or all of our properties. As we do not currently undertake production activities, our ability to
fund ongoing exploration is affected by the availability of financing (and particularly equity financing) which, in turn, is affected by the strength of the economy, commodity
prices and other general economic factors.
In addition, our mineral exploration activities may be subject to seasonality due to adverse weather conditions at our project sites. Drilling and other exploration activities on
our properties may be restricted during the winter season as a result of various weather-related factors including, without limitation, inclement weather, snow covering the
ground, frozen ground and restricted access due to snow, ice or other weather-related factors. In addition, access to the Springpole site for bulk material haulage is by a winter
ice road. The quality, functionality and duration of this access depends on temperatures being cold enough for a sufficient period of time. Failure to build or maintain winter
access can result in delays in our work programs and higher operating costs.
Economic dependence
Our business is dependent on the acquisition, exploration, development and operation of mineral properties. We are not dependent on any contract to sell our products or
services or to purchase the major part of our requirements for goods, services or raw materials, or on any franchise or licence or other agreement to use a patent, formula,
trade secret, process or trade name upon which our business depends.
15
Employees
As of the date of this AIF, we have 21 full-time employees, and we utilize consultants and contractors as needed to carry on many of our activities and, in particular, to
supervise and carry out the work programs at our mineral projects.
Environmental protection
We are subject to the laws and regulations relating to environmental matters in all jurisdictions in which we operate, including provisions relating to property reclamation,
discharge of hazardous materials and other matters.
We may also be held liable should environmental problems be discovered that were caused by former owners and operators of our projects. We conduct our mineral
exploration activities in compliance with applicable environmental protection legislation. A reclamation liability amount of $3.4 million was recorded in our audited annual
financial statements as at December 31, 2020 with respect to our Pickle Crow gold project in Ontario. We are not aware of any existing environmental issues relating to any of
our other properties that may result in material liability to First Mining.
New environmental laws and regulations, amendments to existing laws and regulations, or more stringent implementation of existing laws and regulations could have a
material adverse effect on us, both financially and operationally, by potentially increasing capital and/or operating costs and delaying or preventing the development of our
mineral properties.
We believe that the policies and procedures implemented by our executive management team provide a safe working environment for all our employees, consultants,
contractors, stakeholders and rights holders. We recognize that safety and environmental due diligence are significant contributors to the long-term sustainability of our
operations and support our objective of projects being completed in a cost effective and timely manner with excellent quality control.
Bankruptcy and similar procedures
There are no bankruptcies, receivership or similar proceedings against us, nor are we aware of any such pending or threatened proceedings. We have not commenced any
bankruptcy, receivership or similar proceedings during our history.
16
Three-year history
2018
January
● We announced a new corporate strategy to focus on advancing our existing properties to maximize shareholder value, and we changed our name to “First Mining Gold
Corp.” Our shares commenced trading on the TSX under the new corporate name on January 11th, and our ticker symbol remained as “FF”.
● In connection with our new corporate strategy, we announced the appointment by our board of directors (the “Board”) of Mr. Jeff Swinoga as the Company’s new Chief
Executive Officer (“CEO”). Mr. Swinoga succeeded Dr. Chris Osterman as CEO, and Dr. Osterman assumed the role of Chief Operating Officer of the Company to
focus on the development of our projects. Mr. Patrick Donnelly remained as President of the Company.
February
● We announced assay results from Phase 2 of a 27,000 m drilling campaign at the Goldlund gold project located in Ontario (the “Goldlund Project”), focused on in-fill
and resource expansion of Zone Seven (the “2017 Goldlund Drill Program”).
● We announced that we had signed a negotiation protocol agreement (the “Negotiation Protocol”) with the Lac Seul First Nation, the Slate Falls First Nation and the Cat
Lake First Nation in Ontario (together, the “Shared Territory Protocol Nations”). Under the Negotiation Protocol, First Mining and the Shared Territory Protocol
Nations have agreed to work together in a responsible, cooperative and productive manner in relation to the development of our Springpole Project.
March
● We announced that a Project Description for our Springpole Project had been submitted to, and subsequently accepted by, the Canadian Environmental Assessment
Agency (the “Agency”). The acceptance of the Project Description by the Agency initiates the screening process to determine whether a federal Environmental
Assessment is required for Springpole.
● We announced the departure of Patrick Donnelly as First Mining’s President, and the assumption of the role of President by Jeff Swinoga, with Mr. Swinoga becoming
the Company’s President and CEO. We also announced the appointment of Mr. Swinoga to the Board.
April
● We announced further assay results from Phase 2 of the 2017 Goldlund Drill Program.
● We announced the successful completion of a geotechnical drilling program to investigate the lakebed sediments and bedrock along the proposed alignment of the three
coffer dams that will be required for our Springpole Project, with preliminary findings that indicate that the bedrock beneath the proposed coffer dams should provide a
competent foundation.
● We announced that we had entered into a voluntary agreement with the Ministry of the Environment and Climate Change in Ontario to complete certain requirements
under the Ontario Environmental Assessment Act, marking the commencement of a Provincial Individual Environmental Assessment for the Springpole Project.
17
May
● We announced the fourth and final set of assay results from Phase 2 of the 2017 Goldlund Drill Program.
June
● We announced the commencement of a metallurgical study on our Springpole Project by M3 Engineering and Technology Corporation (“M3”). The primary purpose of
this metallurgical study is to determine the optimal flow sheet for Springpole. A secondary focus of the study is to attempt to improve the recovery of gold for the current
Whole-Ore Carbon-in-Pulp (“CIP”) flowsheet developed in the 2017 PEA as well as optimize recovery for the flotation flowsheet being investigated.
● We commenced a regional exploration diamond drilling campaign at the Goldlund Project (the “2018 Goldlund Regional Drilling Program”), consisting of
approximately 13 holes totaling 1,850 metres, designed to test the extension of the known mineralized trend approximately 10 kilometres northeast of the mineralized
material of the current resource area.
● We announced that the final EIS Guidelines for our Springpole Project had been issued by the Canadian Environmental Assessment Agency. The final EIS Guidelines
outline federal information requirements for the preparation of the EIS and were prepared taking into consideration comments received from federal departments, the
Ontario provincial ministry, Indigenous groups and the general public.
July
● We announced the commencement of permitting for the construction of a low-profile, resource access road to connect our Hope Brook gold project in southeast
Newfoundland, Canada (the “Hope Brook Project”) to the Burgeo Highway or Highway 480.
August
● We announced that we had entered into an option agreement with Gainey Capital Corp. (“Gainey”) pursuant to which Gainey was granted a four-year option to earn a
100% interest in our Las Margaritas gold property located in Durango, Mexico (the “Margaritas Property”) in exchange for certain annual share and/or cash payments
to First Mining and annual exploration expenditure requirements, and we retained a 2% net smelter returns (“NSR”) royalty on the Margaritas Property. Gainey may buy
back 1% of this NSR royalty up until the first anniversary of commercial production at the property by paying us US$1 million.
September
● We announced final fire assay results for all eight holes drilled at the Miller prospect and partial metallic screen fire assay results for some of these holes. In addition to
drilling the Miller prospect, we completed seven diamond drillholes at the Eaglelund prospect, and one diamond drillhole at the Miles prospect for a total of 688 m drilled
in the 2018 Goldlund Regional Drilling Program.
18
October
● We announced the departure of Jeff Swinoga as our President and CEO, and the appointment of David Shaw, one of our directors, as interim CEO until a permanent CEO
for the Company had been identified by the Board.
December
● We announced the appointment of Daniel Wilton as the Company’s new Chief Executive Officer, effective as of January 7, 2019, to replace David Shaw who had been
acting as interim CEO. Dr. Shaw continued to serve as a director of the Company.
2019
February
● We announced positive interim metallurgical test results for our Springpole Project that indicated the potential for significant increases in the ultimate recovery of both
gold and silver from the project. This updated metallurgical work achieved total recoveries of 90.6% for gold and 95.1% for silver through flotation followed by separate
cyanide leaching of both concentrate and flotation tails.
March
● We announced the results of an updated Mineral Resource estimate for the Goldlund Project.
April
● We filed a technical report for the updated Mineral Resource estimate on the Goldlund Project that was prepared in accordance with NI 43-101.
● We announced the appointment of Ken Engquist as our new Chief Operating Officer, effective April 29, 2019.
May
● We announced the closing of a non-brokered private placement offering, raising aggregate gross proceeds of approximately $7.4 million (the “May 2019 Offering”)
pursuant to which we issued 20,412,995 units of the Company (the “Units”) at a price of $0.27 per Unit for gross proceeds of approximately $5.5 million, and 5,277,777
flow-through units of the Company (the “FT Units”) at a price of $0.36 per FT Unit for gross proceeds of approximately $1.9 million. Each Unit consists of one common
share of the Company (a “Unit Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant
entitles the holder to acquire one common share of the Company at a price of $0.40 at any time prior to May 16, 2022. The net proceeds from the sale of the Units issued
under the May 2019 Offering will be used by First Mining for development and permitting activities at our Canadian gold projects, as well as for general working capital
purposes. The gross proceeds raised from the sale of the FT Units under the May 2019 Offering were used by First Mining to fund exploration programs that qualified as
“Canadian Exploration Expenses” (“CEE”) and “flow-through mining expenditures”, as those terms are defined in the Income Tax Act (Canada), and as “eligible Ontario
exploration expenditures” for the purposes of the Taxation Act, 2007 (Ontario). Such expenditures were renounced to subscribers effective no later than December 31,
2019.
19
● We announced the filing of a preliminary short form base shelf prospectus (the “Preliminary Shelf Prospectus”) with the securities commissions in each of the
provinces of Canada, and a corresponding registration statement on Form F-10 (the “Registration Statement”) with the SEC under the U.S./Canada Multijurisdictional
Disclosure System. The Preliminary Shelf Prospectus and corresponding Registration Statement will allow us to undertake offerings of common shares (including
common shares issued on a “flow-through” basis), preferred shares, warrants, subscription receipts and units (collectively, the “Securities”), or any combination thereof,
up to an aggregate total of $100 million from time to time during the 25-month period that the final short form base shelf prospectus remains effective.
June
● We announced the commencement of drilling at the Goldlund Project (the “2019 Goldlund Drilling Program”), with an initial work program at the Miller prospect on
the property (“Miller”) consisting of 14 drillholes (including 3,000 m of step-out drilling) planned along strike, both to the northeast and southwest of the area drilled at
Miller in 2018.
August
● We announced the establishment of an at-the-market equity program (the “ATM Program”) pursuant to which we may, at our discretion and from time to time, issue up
to $15 million of our common shares to the public at the prevailing market price of the shares when issued through the TSX. The volume and timing of distributions
under the ATM Program, if any, will be determined at our sole discretion, subject to applicable regulatory limitations under Canadian securities laws. Sales of common
shares through the ATM Program will be made pursuant to the terms of an equity distribution agreement dated August 19, 2019 (the “Equity Distribution Agreement”)
between First Mining and Cantor Fitzgerald Canada Corporation (“Cantor”). The ATM Program will be effective until the earlier of July 26, 2021 or completion of the
sale of the maximum number of shares thereunder unless terminated prior to such date in accordance with the Equity Distribution Agreement. As at December 31, 2020,
we had sold 532,000 common shares of First Mining under the ATM Program at an average price of $0.24 per share for gross proceeds of $128,866, or net proceeds of
$125,000 after deducting the commission of $3,866 paid to Cantor in respect of these sales.
● We announced that we had entered into an option agreement with Momentum Minerals Ltd. (“Momentum”), a private company, pursuant to which Momentum was
granted a four-year option to earn a 100% interest in our Turquoise Canyon gold property located in Nevada, United States (the “Turquoise Canyon Property”) in
exchange for certain annual share and/or cash payments to First Mining and annual exploration expenditure requirements, and we retained a 2% NSR royalty on the
Turquoise Canyon Property. Momentum may buy back 1% of this NSR royalty up until the first anniversary of commercial production at the property by paying us US$1
million.
September
● We announced assay results from the first seven holes of the 2019 Goldlund Drilling Program at Miller, and that the 2019 Goldlund Drilling Program had been increased
to 25 drill holes, with drilling to date totalling approximately 4,133 m in 22 holes, and visible gold noted in many of these holes.
20
October
● We announced the positive results of an updated independent Preliminary Economic Assessment (“PEA”) for our Springpole Project.
November
● We filed a technical report for the updated PEA on our Springpole Project that was prepared by SRK Consulting (Canada) Inc. in accordance with NI 43-101.
● We announced that we had entered into an agreement with Ausenco Engineering Canada Inc. (“Ausenco”) to complete a Pre-Feasibility Study (“PFS”) for our
Springpole Project.
● We announced the expansion of the 2019 Goldlund Drilling Program to 32 drillholes at the Miller prospect, totalling approximately 6,130 m, with additional drilling
planned for the Main Zone at the Goldlund Project in 2020, and we announced additional assay results on drilling completed to date at Miller.
December
● We announced the closing of a non-brokered private placement offering, raising aggregate gross proceeds of approximately $2.0 million (the “December 2019
Offering”) pursuant to which we issued 7,405,000 common shares of First Mining (the “Flow-Through Shares”) that qualify as flow-through shares for purposes of the
Income Tax Act (Canada), at a price of $0.27 per Flow-Through Share. The gross proceeds raised from the December 2019 Offering were used by First Mining to fund
exploration programs that qualified as “CEE” and “flow-through mining expenditures”, as those terms are defined in the Income Tax Act (Canada). Such expenditures
were renounced to subscribers effective no later than December 31, 2019. In connection with the December 2019 Offering, we paid a 5% finder’s fee on the aggregate
gross proceeds of the offering. This fee was paid by First Mining in common shares of the Company at a price of $0.27 per share, resulting in the issuance of an
additional 370,250 common shares of First Mining.
2020
January
● We announced that we had entered into a binding term sheet with Auteco pursuant to which Auteco can earn up to an 80% interest in our Pickle Crow gold project
located in Ontario (the “Pickle Crow Project”).
February
● We announced the remaining assay results from the 2019 Goldlund Drilling Program at the Miller prospect, and we announced the resignation of Dr. Christopher
Osterman from our Board.
● We announced the closing of the first tranche of a non-brokered private placement offering, raising aggregate gross proceeds of $2.5 million (the “2020 Tranche 1
Offering”), pursuant to which we issued 10,000,000 FT Units at a price of $0.25 per FT Unit. Each FT Unit consists of one Flow-Through Share and one-half of one
Warrant. Each whole Warrant entitles the holder to acquire one common share of First Mining at a price of $0.33 at any time prior to February 14, 2023. The gross
proceeds raised from the sale of the FT Units under the 2020 Tranche 1 Offering were used by First Mining for expenditures that qualified as “Canadian Development
Expenses” as defined in the Income Tax Act (Canada) on our Springpole Project. Such expenditures were renounced to subscribers effective no later than December 31,
2020.
21
● We announced the closing of the second tranche of a non-brokered private placement offering, raising aggregate gross proceeds of approximately $5.1 million (the “2020
Tranche 2 Offering”), pursuant to which we issued 23,328,818 Units at a price of $0.22 per Unit. Each Unit consists of one Unit Share and one-half of one Warrant.
Each whole Warrant entitles the holder to acquire one common share of First Mining at a price of $0.33 at any time prior to February 28, 2023. The net proceeds raised
from the sale of the Units under the 2020 Tranche 2 Offering were used by First Mining for development and permitting activities at our Canadian gold projects, as well
as for general working capital purposes.
March
● We announced the assay results of the first eleven drillholes from the 2020 drill program at the Goldlund Property, which is focused within and around the defined
resource area known as the Goldlund Main Zone.
● We announced the closing of the third and final tranche of a non-brokered private placement offering, raising aggregate gross proceeds of approximately $0.9 million (the
“2020 Tranche 3 Offering”), pursuant to which we issued 4,091,500 Units at a price of $0.22 per Unit. Each Unit consists of one Unit Share and one-half of one
Warrant. Each whole Warrant entitles the holder to acquire one common share of First Mining at a price of $0.33 at any time prior to March 6, 2023. The net proceeds
raised from the sale of the Units under the 2020 Tranche 3 Offering will be used by First Mining for development and permitting activities at our Canadian gold projects,
as well as for general working capital purposes. In total, we raised gross proceeds of approximately $8.5 million across the three tranches of the February/March 2020
non-brokered private placement offering.
● We announced that we had entered into a definitive earn-in agreement with Auteco (the “Pickle Crow Earn-In Agreement”) pursuant to which Auteco can earn up to an
80% interest in our wholly-owned subsidiary PC Gold Inc. (“PC Gold”), which owns the Pickle Crow Project. For a summary of the key terms of the Pickle Crow Earn-
In Agreement, see the section in this AIF entitled “Investor information – Material contracts – Pickle Crow Earn-In Agreement”.
April
● We announced the appointments of Mr. Richard Lock and Ms. Aoife McGrath to our Board, and the concurrent retirement of Dr. David Shaw and Mr. Michel Bouchard
from the Board.
● We announced the assay results of an additional 19 drillholes from the 2020 drill program at the Goldlund Project which included both infill and step-out holes designed
to test the area between Zones 2 and 3 of the deposit.
● We entered into a share purchase agreement with a third-party private company (the “Purchaser”) pursuant to which the Purchaser acquired all of the issued and
outstanding shares of 0924682 B.C. Ltd. and 1089568 B.C. Ltd., two wholly-owned subsidiaries of First Mining that hold all of the shares of two Mexican subsidiaries
that owned all of our Mexican mineral properties. Consideration consisted of nominal cash, and the grant to First Mining of a 2% NSR on 10 of the 11 mineral properties.
The Purchaser has the right to buy-back 1% of each of these 10 NSRs by paying US$1 million to the Company for each NSR in respect of which the buy-back right is
exercised. As a result of this transaction, we no longer hold any mineral properties in Mexico.
22
June
● We announced that we had entered into a definitive share purchase agreement (the “Treasury Metals SPA”) with Treasury Metals Inc. (“Treasury Metals”) pursuant to
which Treasury Metals will acquire all of the issued and outstanding shares of Tamaka Gold Corporation (“Tamaka”), a wholly-owned subsidiary of First Mining that
owns the Goldlund Project (the “Treasury Metals Transaction”). For a summary of the key terms of the Treasury Metals SPA, see the section in this AIF entitled
“Investor information – Material contracts – Treasury Metals SPA”.
● First Mining announced that it, along with Gold Canyon Resources Inc. (“Gold Canyon”), a wholly-owned subsidiary of First Mining, had entered into a silver purchase
agreement (the “Silver Stream Agreement”) with First Majestic Silver Corp. (“First Majestic”) in relation to our Springpole Project, pursuant to which First Majestic
has agreed to pay First Mining total consideration of US$22.5 million for the right to purchase 50% of the payable silver produced from Springpole for the life of the
project (the “Silver Stream”). For a summary of the key terms of the Silver Stream Agreement, see the section in this AIF entitled “Investor information – Material
contracts – Silver Stream Agreement”.
July
● We announced that we had closed the Silver Stream transaction with First Majestic.
● We announced the assay results of an additional 13 drillholes from the 2020 drill program at the Goldlund Project.
August
● We announced the assay results of an additional five drillholes from the 2020 drill program at the Goldlund Project.
● We announced that we had closed the Treasury Metals Transaction, which resulted in the combination of the Goldlund Project with Treasury Metals’ adjacent Goliath
gold project to create a district-scale, multi-million-ounce gold project in a favourable mining jurisdiction.
● We announced that Auteco had notified First Mining that it had fulfilled the initial $750,000 exploration expenditures requirement under the Pickle Crow Earn-In
Agreement in respect of the first portion of the stage 1 earn-in requirements under the agreement.
● We announced the closing of an over-subscribed bought deal offering (the “Bought Deal Financing”) pursuant to which First Mining issued 57,500,000 Units (including
7,500,000 Units issued in connection with the exercise in full of the over-allotment option that had been granted to the Underwriters (as defined below) in connection
with the Bought Deal Financing) at a price of $0.50 per Unit for aggregate gross proceeds of $28,750,000. Each Unit consists of one Unit Share and one-half of one
Warrant. Each whole Warrant entitles the holder to acquire one common share of First Mining at a price of $0.70 at any time prior to August 26, 2022. The Units issued
under the Bought Deal Financing were offered by way of a prospectus supplement to First Mining’s base shelf prospectus dated June 24, 2019, and were sold through a
syndicate of underwriters led by Cormark Securities Inc. and including BMO Nesbitt Burns Inc. and H.C. Wainwright & Co., LLC (collectively, the “Underwriters”).
The net proceeds raised from the sale of the Units under the Bought Deal Financing will be used by First Mining for exploration, development and permitting activities at
our Canadian gold projects, potential acquisitions, as well as for working capital and general corporate purposes.
November
● We announced the appointment of Ms. Leanne Hall to our Board.
December
● We announced that we had completed a transaction with Metalore Resources Limited (“Metalore”) pursuant to which we acquired from Metalore the East Cedartee
claims which are located between our Cameron claim block (which includes the “Cameron Gold Deposit” that hosts the current Mineral Resource on the Cameron
property) and our West Cedartree claim block (which includes the Dubenski and Dogpaw deposits on the Cameron property). The acquisition of the East Cedartree
claims consolidates First Mining’s land holdings at Cameron into a single contiguous block and adds a further 3,200 hectares to the 49,600 hectares that we already hold
in the district. See the section in this AIF entitled “Cameron – Recent developments” for further details about this transaction.
23
Recent developments
2021
January
● We announced the positive results of a Pre-Feasibility Study (the “Springpole PFS”) that had been completed for our Springpole Project which supports a 30,000 tonnes-
per-day open pit mining operation over an 11.3 year mine life. Highlights of the Springpole PFS are as follows:
US$1.5 billion pre-tax net present value at a 5% discount rate (“NPV5%”) at US$1,600/oz gold (“Au”), increasing to US$1.9 billion at US$1,800/oz Au;
US$995 million after-tax NPV5% at US$1,600/oz Au, increasing to US$1.3 billion at US$1,800/oz Au;
36.4% pre-tax internal rate of return (“IRR”); 29.4% after-tax IRR at US$1,600/oz Au;
Life of mine (“LOM”) of 11.3 years, with primary mining and processing during the first 9 years and processing lower-grade stockpiles for the balance of the
mine life;
After-tax payback of 2.4 years;
Declaration of Mineral Reserves: Proven and Probable Mineral Reserves of 3.8 Moz Au, 20.5 Moz silver (“Ag”) (121.6 Mt at 0.97 g/t Au, 5.23 g/t Ag);
Initial capital costs estimated at US$718 million, sustaining capital costs estimated at US$55 million, plus US$29 million in closure costs;
Average annual payable gold production of 335 koz (Years 1 to 9); 287 koz (LOM);
Total cash costs of US$558/oz (Years 1 to 9); and US$618/oz (LOM)(1); and
All-in sustaining costs (“AISC”) of US$577/oz (Years 1 to 9), and AISC US$645 (LOM) (2)
❍
❍
❍
❍
❍
❍
❍
❍
❍
❍
Notes:
Base case parameters for the Springpole PFS assume a gold price of US$1,600/oz and a silver price of US$20, and an exchange rate (C$ to US$) of 0.75. All
currencies are reported in U.S. dollars unless otherwise specified. NPV calculated as of the commencement of construction and excludes all pre-construction costs.
(1) Total cash costs consist of mining costs, processing costs, mine-level general and administrative (“G&A”) costs, treatment and refining charges and royalties.
(2) AISC consists of total cash costs plus sustaining and closure costs.
See the section of this AIF entitled “Material Properties – Springpole” for further details of the Springpole PFS.
24
March
● We announced that we had entered into a three-year option agreement with Exiro Minerals Corp. (“Exiro”) pursuant to which we may earn a 100% interest in Exiro’s
Swain Post property in northwestern Ontario through future cash and share payments to Exiro during the term of the option, and by completing all assessment work
requirements on the property during the option term. The Swain Post property comprises 237 single cell mining claims covering nearly 5,000 hectares. It is located
approximately 20 km west of the Springpole Project and approximately 5 km west of the western-most property boundary at Springpole.
● We filed a technical report for the Springpole PFS that was prepared for us in accordance with NI 43-101 by AGP Mining Consultants Inc. The technical report, which is
entitled “NI 43-101 Technical Report and Pre-Feasibility Study on the Springpole Gold Project, Ontario, Canada” (report date: February 26, 2021; effective date:
January 20, 2021), can be found under our SEDAR profile at www.sedar.com, and on our website at www.firstminnggold.com. See the section of this AIF entitled
“Material Properties – Springpole” for further details of the technical report for the Springpole PFS.
● We announced that Auteco had completed its $5 million expenditure requirement in respect of Stage 1 of its earn-in to PC Gold pursuant to the Pickle Crow Earn-In
Agreement, and that Auteco will now call a meeting of its shareholders to approve the issuance of 100 million shares of Auteco to First Mining.
Significant acquisitions
We have not completed any significant acquisitions during our most recently completed financial year.
Corporate organization
The following diagram shows our current corporate structure and material subsidiaries, including the properties held by the various subsidiaries:
Note:
Our other subsidiaries, which each have total assets and revenues less than 10%, and in the aggregate less than 20%, of our total consolidated assets or our total consolidated
revenue, are excluded from the above chart.
25
On March 30, 2015, First Mining was continued out of Alberta under the laws of the Province of British Columbia, Canada pursuant to the Business Corporations Act (British
Columbia) (the “BCBCA”), and as a result, First Mining is now governed by the laws of the Province of British Columbia. On January 8, 2018, we changed our name to
“First Mining Gold Corp.”.
We are a reporting issuer in the province of British Columbia (our principal reporting jurisdiction) and in each of the other provinces of Canada. We currently have the
following material wholly-owned subsidiaries:
● Gold Canyon Resources Inc., a company incorporated under the BCBCA.
For more information:
● PC Gold Inc., a company incorporated under the Business Corporations Act
(Ontario) (“OBCA”).
You can find more information about First Mining on SEDAR
(www.sedar.com), and on our website (www.firstmininggold.com).
● Cameron Gold Operations Ltd., a company incorporated under the OBCA.
● Coastal Gold Corp., a company incorporated under the OBCA.
Our other subsidiaries, which each have total assets and revenues less than 10%, and
in the aggregate less than 20%, of our total consolidated assets or our total
consolidated revenue, are excluded from the above list.
See our most recent management proxy circular dated May 6, 2020 for
additional information, including how our directors and officers are
compensated, principal holders of our securities, and securities authorized for
issuance under our equity compensation plans.
See our audited consolidated annual financial statements and management’s
discussion and analysis for the financial year ended December 31, 2020 for
additional financial information.
Our projects
We have interests in mineral properties located in Canada and the United States. As at December 31, 2020, these properties were carried on our balance sheet as assets with a
total book value of approximately $179 million. The book value consists of acquisition costs plus cumulative expenditures on properties for which the Company has future
exploration plans. The current book value is not necessarily the same as the total cumulative expenditures on each property given the acquisition costs were based on the
consideration paid at the time of purchase. The book value is also not necessarily the fair market value of the properties.
Our material and non-material projects as of the date of this AIF are set out below.
26
Material projects
●
●
●
●
Springpole Project (Ontario)
Cameron Property (Ontario)
Pickle Crow Property (Ontario)
Hope Brook Property (Newfoundland & Labrador)
Non-material projects
●
●
Canada
United States
p. 28
p. 52
p. 64
p. 80
p. 89
p. 90
27
terial Properties
Springpole
Technical report
The description in this section of the Springpole Project is based on the project’s technical report: NI 43-101 Technical Report and Pre-Feasibility Study on the Springpole
Gold Project, Ontario, Canada (report date: February 26, 2021; effective date: January 20, 2021) (the “Springpole Technical Report”). The report was prepared for us in
accordance with NI 43-101 by AGP Mining Consultants Inc. (“AGP”) under the supervision of Dr. Gilles Arseneau, Ph.D., P.Geo.; Mr. Gordon Zurowski, P.Eng., Mr. Roland
Tosney, P.Eng., Mr. Cameron McCarthy, P.Eng., P.Geo., P.Tech., Mr. Duke Reimer, P.Eng., and Dr. Adrian Dance, Ph.D, P.Eng.; all Qualified Persons within the meaning of
NI 43-101. The following description has been prepared under the supervision of Hazel Mullin, P.Geo., who is a Qualified Person within the meaning of NI 43-101, but is not
independent of us. All currencies used in this summary of the Springpole Technical Report are in Canadian dollars unless otherwise noted.
The conclusions, projections and estimates included in this description are subject to the qualifications, assumptions and exclusions set out in the Springpole Technical
Report, except as such qualifications, assumptions and exclusions may be modified in this AIF. We recommend you read the Springpole Technical Report in its entirety to
fully understand the project. You can download a copy from our SEDAR profile (www.sedar.com), or from our website (www.firstmininggold.com).
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
Project description, location and access
The Springpole Project lies approximately 110 km northeast of the Municipality of Red Lake in northwest Ontario, Canada. The project is centered on a temporary tent-based
camp situated on a small land bridge between Springpole Lake and Birch Lake. The latitude and longitude coordinates are:
● Latitude N51° 23ʹ 44.3ʺ
● Longitude W92° 17ʹ 37.4ʺ
28
The Universal Transverse Mercator map projection based on the World Geodetic System 1984 zone 15N is:
● Easting 549,183
● Northing 5,693,578
● Average Elevation 395 m
During late spring, summer, and early fall, the Springpole Project is accessible by floatplane direct to Springpole Lake or Birch Lake. All fuel, food, and material supplies are
flown in from Red Lake or Pickle Lake, Ontario, or from Winnipeg, Manitoba, with flight distances of 110 km, 167 km, and 370 km, respectively. The closest road access at
present is 15 km away at the extension of the Wenesaga forestry road.
During winter, an ice road approximately 85 km long is constructed from the South Bay landing point on Confederation Lake to a point about 1 km from the Springpole Lake
camp. During breakup in spring and freeze-up in fall, access to the Springpole Project is by helicopter. Additional winter access may be available via temporary airstrips
cleared on nearby frozen lakes.
First Mining acquired 100% of the Springpole Project on November 13, 2015 when it completed the acquisition of Gold Canyon Resources Inc. (“Gold Canyon”). When the
Springpole Project was acquired from Gold Canyon, it consisted of 30 patented mining claims and 300 unpatented, contiguous mining claims and six Crown mining leases,
totalling an area of approximately 32,448 ha. Additional mining claims were subsequently acquired by First Mining in the Satterly Lake area, and the original unpatented
‘legacy’ claims were converted into the new Ontario cell claim system in April 2018. A further seven mining leases were acquired by Gold Canyon in 2019 by conversion of
existing mining claims covering 1,531 ha to mining leases. The Springpole Project currently comprises 30 patented mining claims, 282 contiguous mining claims and 13
mining leases. The area covered by the Project has increased since 2015 to its current total of 41,943 ha.
Through Gold Canyon, we lease 10 patented mining claims covering a total area of 182.25 ha. These 10 patented claims are fee simple parcels with all mining and surface
rights attached, and registered, together with the notices of lease, with the Land Registry Office in Kenora, Ontario. The lease is for a term of 21 years less one day and
terminates on April 14, 2031. Pursuant to an amending agreement dated December 11, 2020 among First Mining, Gold Canyon and the leaseholder:
● We have an option to purchase these 10 patented mining claims from December 11, 2020 until April 15, 2021 (“Purchase Option 1”) for US$7,000,000, of which
US$1,000,000 may be satisfied by the issuance of common shares of First Mining (“First Mining Shares”) to the leaseholder.
● We have the option to purchase these 10 patented mining claims from April 16, 2021 until April 15, 2025 (“Purchase Option 2”) for US$8,000,000, of which
US$2,000,000 may be satisfied by the issuance of First Mining Shares to the leaseholder.
29
● If, on or before April 15, 2025, First Mining provides the leaseholder with written notice, pays US$250,000 to the leaseholder and issues 1,000,000 First Mining Shares
to the leaseholder, we acquire a further option to purchase these 10 patented mining claims from April 16, 2025 until April 14, 2031 (“Purchase Option 3”) for
US$10,000,000, less US$250,000. Of the total purchase price, US$3,000,000 may be satisfied by the issuance of First Mining Shares to the leaseholder.
● If, on or before April 14, 2031, First Mining provides the leaseholder with written notice and pays US$2,000,000 in cash to the leaseholder, the 21-year term of the lease
shall automatically be extended by five additional years and the new expiry date of the lease will be April 14, 2036. In addition, we would immediately acquire a further
option to purchase the 10 patented mining claims from April 15, 2031 until April 14, 2036 (“Purchase Option 4”) for US$12,000,000, less US$2,250,000. Of the total
purchase price, US$4,000,000 may be satisfied by the issuance of First Mining Shares to the leaseholder.
● If, on or before April 14, 2036, First Mining provides the leaseholder with written notice and pays a further US$2,000,000 in cash to the leaseholder, then the term of the
lease shall automatically be further extended by five additional years and the new expiry date of the lease will be April 14, 2041. In addition, we would immediately
acquire a final irrevocable option to purchase the 10 patented mining claims from April 15, 2036 until April 14, 2041 (“Purchase Option 5”) for US$12,000,000, less
US$4,250,000. Of the total purchase price, US$4,000,000 may be satisfied by the issuance of First Mining Shares to the leaseholder.
● If at any time during the term of the lease, First Mining commences commercial production, the leaseholder can, by written notice, require us to purchase the 10 patented
mining claims for US$12,000,000 (the “Mandatory Purchase Right”), less any cash payments made by Gold Canyon to the leaseholder in connection with Purchase
Option 3, Purchase Option 4, and Purchase Option 5. Of the total purchase price, US$4,000,000 may be satisfied by the issuance of First Mining Shares to the
leaseholder.
● If we purchase the 10 patented mining claims from the leaseholder prior to the commencement of commercial production, upon achieving commercial production, we
must make a top-up payment to the leaseholder such that the leaseholder would have received an aggregate of US$12,000,000 from us for the claims (after taking into
account any amounts previously paid in connection with the various purchase options). This top-up payment can be any satisfied through any combination of cash
payments and First Mining Shares.
● We must pay the leaseholder advance royalty payments on a sliding scale of US$33,000/year (2010 – 2011), US$50,000/year (2011 – 2016), US$60,000/year (2016 –
2021), US$100,000/year (2021-2031), and US$120,000/year (2031 – 2041), and all such advance royalty payments shall be deducted from any future NSR payments
made to the leaseholder.
We must pay all applicable property taxes related to the 10 patented mining claims during the term of the lease, and we maintain a right of first refusal on any sale by the
leaseholder of its interest in the claims.
Through Gold Canyon, we also have an option and lease to a further 15 patented mining claims which are fee simple parcels with mining and surface rights attached and
registered, together with the notice of option and lease, with the Land Registry Officer, Kenora, Ontario. The current term of the purchase option expires on September 9,
2023 and may be extended for successive five-year terms by delivering notice along with a renewal fee of US$50,000 and confirmation that at least $300,000 was spent on
mining operations in the prior option period. We are required to make option payments in the aggregate amount of US$35,000 per year and to expend an aggregate of
$300,000 on mining operations in each option term as a condition of any renewal and to pay all property taxes related to these patented claims. We have an option to acquire
the 15 claims and would be required to do so upon the commencement of commercial production at any time during the option period by payment of an aggregate of US$2
million. Upon exercise of the purchase option, we must also acquire the cabin on the property for the lesser of fair market value or US$20,000.
30
Underlying royalties which affect the Springpole Project are:
● 3% NSR on five patented claims payable to Jubilee Gold Exploration Ltd. (“Jubilee Gold”) upon commencement of commercial production with advance royalty
payments of $70,000 per year, adjusted using the yearly Consumer Price Index. We have an option to acquire 1% of the NSR for $1,000,000 at any time, and a right of
first refusal on any sale of the NSR. We can terminate the royalty obligations at any time by transferring the five patented claims back to Jubilee Gold;
● 3% NSR on 10 leased patented claims payable to a leaseholder upon commencement of commercial production with advance royalty payments on a sliding scale of
US$33,000/year (2010 – 2011), US$50,000/year (2011 – 2016), US$60,000/year (2016 – 2021), US$100,000/year (2021-2031), and US$120,000/year (2031 – 2041). We
have a right to acquire up to 2% of the NSR for US$1,000,000 per 1% (the “Buy-Back Right”). In the event that any of Purchase Options 1 to 5 are exercised, or the
Mandatory Purchase Right is exercised, the leaseholder would still retain a 3% NSR on the claims, unless the foregoing Buy-Back Right had already been exercised;
● 3% NSR on 15 patented claims (held by us pursuant to an option and lease) is payable to an optionor and leaseholder during the option term upon commencement of
commercial production or a 1% NSR if the purchase option is exercised prior to commercial production. We have a right to acquire the remaining 1% NSR by a payment
of US$500,000; and
● 3% NSR on six unpatented mining claims payable to an individual vendor upon commencement of commercial production with advance royalty payments of US$50,000
per year. We have an option to acquire all or a portion of the NSR at a rate of US$500,000 per 1% of the NSR.
We are required to purchase a vacation home owned by a vendor that is located on the Springpole Project upon commencement of commercial production.
To keep a mining claim current, the mining claim holder must perform $400 per single cell mining claim unit worth of approved assessment work per year, or $200 per
boundary cell mining claim unit, immediately following the initial registration date. The claim holder has two years to file one year’s worth of assessment work.
Surface rights are separate from mining rights. Should any method of mining be appropriate, other than those claims for which Crown leases were issued, the surface rights
would need to be secured.
We entered into the Silver Stream Agreement with First Majestic on June 10, 2020 pursuant to which First Majestic has agreed to pay a total of US$22,500,000 to First
Mining over three tranches for the right to purchase 50% of the payable silver produced from the Springpole Project (the “Silver Stream”). The first two tranches have been
paid (the first tranche was paid at closing, and the second tranche was paid in January 2021 following the announcement by First Mining of the results of the PFS for
Springpole), consisting of an aggregate of US$6,250,000 in cash and US$11,250,000 in common shares of First Majestic (“First Majestic Shares”). First Majestic will make a
final payment of US$5,000,000 (payable US$2,500,000 in cash and US$2,500,000 in First Majestic Shares) to First Mining upon the earlier receipt by First Mining of
approval of a federal or provincial Environmental Assessment for the Springpole Project. Following the commencement of production at the Springpole Project, First
Majestic will make ongoing cash payments to us equal to 33% of the lesser of the average spot price of silver for the applicable calendar quarter, and the spot price of silver at
the time of delivery, subject to a price cap of US$7.50 per ounce of silver. We have the right to repurchase 50% of the Silver Stream for US$22,500,000 at any time prior to
the commercial of production. We also granted First Majestic a right of first refusal with respect to any future silver stream financings related to the Springpole Project.
31
History
Gold exploration was carried out during two main periods, one during the 1920s to 1940s, and a second period from 1985 to the present.
Between 1933 and 1936, extensive trenching and prospecting was conducted on the Springpole Project, including 10 short holes totalling 458.5 m. Limited trenching and
prospecting was completed in 1945.
The area remained dormant until 1985, when an airborne geophysical survey was completed over the entire claim group, and on the 30 patented claims line cutting was done
at both 30.5 m centres and 61 m centres. Subsequently, geological mapping, humus geochemistry, and ground geophysics were conducted over the grids.
From 1986 through 1989, 118 diamond drillholes were completed in seven drill phases totalling 38,349 m. In addition, during 1986 and 1987, approximately 116,119 m2 of
mechanical stripping was carried out and four petrographic reports were produced.
From 1989 through 1992, an induced polarization survey over the central portion of the Portage zone under Springpole Lake was conducted and the Springpole Project was
tested with eighteen core holes totalling 5,993 m. The majority of the drilling was conducted on the Portage zone. At the same time, a seven-core hole drill program was
completed around the east margins of Springpole Lake and lake-bottom sediment sampling of Springpole Lake east of Johnson Island was completed.
During 1995, an exploration program consisting of remapping of the main area, of some of the existing drill core, and a reinterpretation of the geology was carried out.
During the 1995 and 1996 programs, an additional 69 holes were drilled totalling 15,085 m on the Springpole Project proper and two drillholes on Johnson Island. By late
1996, Gold Canyon acquired 100% of the Springpole Project. Gold Canyon continued exploration in 1997 and 1998 with another 52 core holes totalling 5,643 m.
In the summer of 1998 a lake bottom sediment sampling program was conducted in several areas of the Springpole Project, which identified several follow-up targets that
were tested in 1999 with 12 core holes totalling 2,779 m.
During 2004, 2005, and 2006, diamond drilling programs were conducted on the Springpole Project by Gold Canyon, totalling over 17,322 m in 109 drillholes.
In 2007, Gold Canyon conducted an 11 diamond drillhole program that totaled 2,122 m of drilling, and in the fall of 2007, they embarked on a limited exploration program to
further investigate the Fluorite zone that was previously identified during a trenching program in 1990.
In 2008, Gold Canyon drilled a further seven core holes totaling 2,452 m.
From early August through to the end of October 2009, Gold Canyon re-logged and re-sampled a portion of the historic drill core stored at the project site and temporary tent
camp. A total of 115 drillholes were re-logged which equates to approximately 31% of the available drillholes.
32
In the winter of 2010, a total of six diamond drill holes were drilled for a total of 1,774.5 m of HQ drilling. During the following summer and fall of 2010, a total of 8,662 m
of diamond drilling was completed in 23 drillholes.
In 2011, Gold Canyon carried out a drill program which totaled 29,787 m in 82 diamond core holes.
A 2012 drill program began in-filling the Portage zone based upon results of the 2011 drill program. The 2012 drill program totaled 39,392 m in 98 diamond core holes.
In 2013, Gold Canyon drilled 24 diamond drill holes totaling 5,394.5 m, and 18 Vibracore holes totaling 720.8 m.
In the winter of 2013, seven inclined diamond drill holes were drilled totaling 2,401.5 m. These holes were drilled to explore for additional mineralization outside the
proposed pit wall and to obtain further structural and geotechnical data around the proposed open-pit area.
In June and July 2013, 17 diamond drill holes totaling 2,993 m were drilled from barges on Springpole Lake.
In the fall of 2013, 18 holes totaling 720.9 m were drilled from a barge on Springpole Lake using a new drilling technique that employed a combination of standard soil
sampling tools and sampling techniques for the very soft material and the use of Vibracore equipment to penetrate and sample the more competent sediments/rocks.
In 2013, Gold Canyon commissioned SRK Consulting (Canada) Inc. (“SRK”) to supervise the 2013 geotechnical and structural/geological program and to complete a
preliminary economic assessment on the Springpole Project.
On November 13, 2015, we acquired Gold Canyon, and as a result, the Springpole Project.
In October 2016 we commenced a drilling program at the Springpole Project to collect additional material for metallurgical testing. A total of four holes comprising 1,712 m
were drilled, with hole locations specifically chosen to recover sample material that is representative of the Springpole deposit. In February 2017, we announced the results of
the drilling program.
In 2017, we commissioned SRK to complete an updated PEA on the Springpole Project.
In 2018, we carried out a limited geotechnical drill program to test the integrity of ground relevant to coffer dam construction and characterize the dyke foundation materials.
Eleven short holes were drilled totaling 243 m.
In 2020, three diamond drill holes totaling approximately 1,182 m were drilled to collect additional material for metallurgical testing within the immediate vicinity of the
proposed open pit. A further 24 diamond drill holes were drilled totaling 4,091 m in order to obtain additional geotechnical data in both the pit wall area and the areas of
planned mine infrastructure. The ten holes which targeted the pit wall were also utilized to collect hydrogeological data.
33
Geological setting, mineralization and deposit types
The Springpole Project is located within the Archean-aged Birch-Uchi Greenstone Belt. Studies of the southern part of the Birch-Uchi greenstone belt have revealed a long,
multistage history of crustal development. Based on mapping, lithogeochemistry, and radiometric dating, the supracrustal rocks of the greenstone belt were subdivided into
three stratigraphic group-scale units (listed in decreasing age): the Balmer, Woman and Confederation assemblages. This three-part subdivision was applied to most of the
Uchi Subprovince. The Confederation assemblage is thought to be a continental margin (Andean-type) arc succession, versus the less certain tectono-stratigraphic context of
the other assemblages. Some relatively small conglomeratic units likely form a synorogenic, discontinuously distributed, post-Confederation assemblage in the Birch-Uchi
greenstone belt.
The northern margin of the Birch-Uchi greenstone belt forms a pattern of sub-regional scale cusps of supracrustal strata alternating with batholiths. Basaltic units are
prominent around the periphery of the greenstone belt and may be part of the Woman assemblage but the accuracy of this stratigraphic assignment is unknown. It is suggested
that Confederation assemblage age rocks make up the bulk of the greenstone belt.
The Springpole Project is underlain by a polyphase alkali, trachyte intrusion displaying autolithic breccia. The intrusion is comprised of a system of multiple phases of
trachyte that is believed to be part of the roof zone of a larger syenite intrusion; fragments displaying phaneritic textures were observed from deeper drill cores in the
southeast portion of the Portage zone. Early intrusive phases consist of megacrystic feldspar phenocrysts of albite and orthoclase feldspar in an aphanitic groundmass.
Successive phases show progressively finer-grained porphyritic texture while the final intrusive phases are aphanitic. Within the country rocks to the north and east are
trachyte and lamprophyre dikes and sills that source from the trachyte- or syenite-porphyry intrusive system.
The main intrusive complex appears to contain many of the characteristics of alkaline, porphyry style mineralization associated with diatreme breccias (e.g. Cripple Creek,
Colorado). Direct comparison with drill core from the two sites shows a number of consistent textures and styles of mineralization. A recent observation made from drilling,
combined with the airborne magnetic survey, shows that potentially economic gold mineralization is coincident with an unexplained geophysical anomaly. This style of
mineralization is characterized by the Portage zone and portions of the East Extension zone where mineralization is hosted by diatreme breccia in aphanitic trachyte. It is
suspected that ductile shearing and brittle faulting have played a significant role in redistributing structurally controlled blocks of the mineralized rock. Still to be identified is
a form of porphyry style alteration zoning consisting of an outer zone of phyllic (sericite) dominant alteration with narrow zones of advanced argillic alteration characterized
by illite and kaolinite, and a core zone of intense potassic alteration characterized by biotite and K-feldspar.
Mineralization at the Springpole Gold Project is dominated by large tonnage, low grade, disseminated porphyry-style or epithermal-style gold mineralization associated with
the emplacement of an alkali trachyte intrusion. Textures observed in the extensive repository of drill core appear to confirm that the disseminated gold-silver-sulphide
mineralization, the mesothermal to epithermal lode vein gold mineralization, and the banded iron-formation hosted gold mineralization are all the result of the emplacement
of multiple phases of trachyte porphyry and associated diatreme breccias, hydrothermal breccias, dikes and sills.
Exploration
During the winter of 2019 - 2020, we initiated a program of core re-sampling. A total of 8,358 samples were collected for total sulphur assays, along with 611 samples
collected for bulk density determination.
We conducted several field programs throughout 2020, with the primary purpose of collecting additional data to advance the metallurgical, geotechnical, hydrogeological, and
environmental studies at the Springpole Project through PFS level and beyond. Diamond drilling was undertaken to collect samples for metallurgical and geotechnical test
work.
In addition, a detailed geotechnical field testing and sampling program was completed over the areas of proposed mine infrastructure.
A program of condemnation drilling targeting key infrastructure areas was also commenced in 2020 and is scheduled for completion in 2021. Additional mapping and
sampling of nearby trachyte outcrops was completed during the summer of 2020 and further exploration on these areas and other potential targets outside of the main resource
area will continue in 2021.
34
Drilling
During the winters of 2007 and 2008 Gold Canyon conducted drill programs that completed 18 holes totalling 4,574 m, 11 holes totalling 2,122 m, and 7 holes totalling
2,452 m of diamond core drilling, respectively.
During the winter of 2010, a total of six diamond drillholes were drilled for a total of 1,774.5 m of HQ drilling. Two drillholes were not completed and both holes ended in
altered and mineralized rock. The drill program revealed a more complex alteration with broader, intense zones of potassic alteration replacing the original rock mass with
biotite and pyrite. During the summer and fall of 2010, an additional 23 diamond drill holes were drilled for a total of 8,662 m.
The 2011 drill program totaled 29,787 m in 82 diamond core holes. Five of the diamond core holes were drilled for the purpose of metallurgical testing. All these holes were
twins of previously drilled holes.
The 2012 drill program began in-filling the Portage zone based upon results of the 2011 drill program. The goal was to infill areas where Inferred Mineral Resources had been
defined in the February 2012 Mineral Resource update and to potentially expand the mineralization to the southeast. The 2012 drill program totaled 39,392 m in 98 diamond
core holes.
During 2013, Gold Canyon drilled 24 drill holes totaling 5,394.5 m, and 18 Vibracore holes totaling 720.8 m. Between January and March 2013, Gold Canyon drilled a total
of 2,401.5 m in the seven holes. Three of the drill holes encountered multiple zones of mineralization. In June and July 2013, 17 diamond drill holes totalling 2,993 m were
drilled from barges on Springpole Lake. In Fall 2013, eighteen holes totalling 720.9 m were drilled from a barge on Springpole Lake. These holes established that the Portage
zone is covered with up to 71 m of soft clay lake bottom sediments and till. The 2013 drilling program firmly established that the zone between lake bottom and the top of
bedrock is essentially barren of any significant gold and silver mineralization.
The 2016 drill program was implemented to collect additional material from the Portage zone so that additional metallurgical testing could be carried out. In total, 1,712 m
were drilled in the four holes (PM-DH-01 to 04).
In 2018, we carried out a limited geotechnical drill program to test the integrity of ground relevant to cofferdam construction and characterize the dyke foundation materials.
Eleven short holes were drilled totalling 243 m.
In 2020, three diamond drill holes totaling approximately 1,182 m were drilled to collect additional material for metallurgical testing within the immediate vicinity of the
proposed open pit. A further 24 diamond drill holes were drilled totaling 4,091 m in order to obtain additional geotechnical data in both the pit wall area and the areas of
planned mine infrastructure. The ten holes which targeted the pit wall were also utilized to collect hydrogeological data.
35
Sampling, analysis and data verification
Detailed descriptions of the drill core were carried out under the supervision of a senior geologist, a member in good standing of the Association of Professional Geologists of
Ontario and American Institute of Professional Geologists. The core logging was carried out on-site in a dedicated core logging facility. Drill log data from drill programs up
to 2016 were recorded onto paper logs that were later scanned and digitized. Logging of the 2018 and 2020 drill core was completed using Datamine ‘DH Logger’ software,
and data was imported directly into our central Fusion SQL drilling database.
Core was laid out 30 to 40 boxes at a time. First, the core was photographed in 15 m batches prior to logging or sampling. This was followed by a geotechnical log that
recorded quantitative and qualitative engineering data including detailed recovery data and rock quality designation. Any discrepancies between marker blocks and measured
core length were addressed and resolved at this stage. The core was then marked up for sampling.
For Gold Canyon’s 2010 and 2011 drill programs, and the 2016 – 2020 First Mining drill programs, all the drill core intervals were sampled using sample intervals of 1 m.
During the 2012 drilling program, Gold Canyon changed its standard sample length from 1 m to 2 m lengths. However, in zones of poor recovery, 1.5 m or 3 m samples were
sometimes collected. Samples over the standard sample length were typically half core samples and whole core was generally only taken in intervals of poor core recovery
across the sampled interval. Sampling marks were made on the core and sample tickets were stapled into the core boxes at the beginning of each sample interval.
Quality control samples were inserted into the sample stream. Inserting quality control samples involved the addition of certified blanks, certified gold standards, and field
and laboratory duplicates. Field duplicates were collected by quartering the core in the sampling facility on-site. Laboratory duplicates were collected by splitting the first
coarse reject and crushing and then generating a second analytical pulp. Blanks, standards, and duplicates made up on average 10% of the total sample stream. Sample tickets
were marked blank, field or laboratory duplicate, or standard, and a sample tag was stapled into the core box within the sample stream.
Geological descriptions were recorded for all core recovered. Separate columns in the log allow description of the lithology, alteration style, intensity of alteration, relative
degree of alteration, sulphide percentage, rock colour, vein type, and veining density. A separate column was reserved for written notes on lithology, mineralization, structure,
vein orientations/relations etc. The header page listed the hole number, collar coordinates, final depth, start/end dates, and the name of the core logging geologist.
Following the logging and core marking procedures described above, the core was passed to the sampling facility. Core sampling was performed by experienced sampling
technicians (for Gold Canyon’s drill programs, technicians were from Ackewance Exploration & Services of Red Lake, Ontario), or on-site geologists, and quality control
was maintained through regular verification by on-site geologists. Core was broken, as necessary, into manageable lengths. Pieces were removed from the box without
disturbing the sample tags, were cut in half lengthwise with a diamond saw, and then both halves were carefully repositioned in the box. When a complete hole was processed
in this manner, one half was collected for assay while the other half remained in the core box as a witness. The remaining core in the boxes was then photographed. All logs
and photographs were then submitted to the senior geologist/project manager for review and were archived. Data were backed up.
36
The sampling technician packed one half of the split core sample intervals into transparent vinyl sample bags that were sequentially numbered to match the sample number
sequences in the sample tag booklets used by the core-logging geologists. The numbered, blank portion of the triplicate sample tag was placed in the bag with the sample; the
portion that was marked with the sample interval remained stapled into the bottom of the core box at the point where the sample interval begins. Sample bags were then
sealed with plastic tags. Sealed sample bags were packed into rice sacks five samples at a time. All sacks were individually labeled with the name of the company, number of
samples contained therein, and the number sequence of the samples therein. Sacks were assigned sequential numbers on a per shipment basis. A project geologist then
checked the sample shipment and created a shipping manifest for the sample batch. A copy was given to the project manager and a copy was sent along with the sample
shipment. A copy of the sample shipment form was also sent via e-mail to the analytical laboratory.
The project geologist prepared the sample submission form for the assay laboratory. This form identified the number of sample sacks as well as the sequence of sample
numbers to be submitted. Due to the remote location, the shipment was then loaded on to a plane or helicopter and flown direct to Red Lake where representatives of the
commercial analytical laboratory met the incoming flight and took the samples to the laboratory by pickup truck.
Once at the laboratory, a manager checked the rice sacks and sample numbers on the submission form. The laboratory then split the received sample manifest into batches for
analysis, assigned a work order to the batch, and sent a copy of the mineral analysis acknowledgement form to the project manager.
Aluminum tags embossed with the hole number, box number, and box interval (from/to) were prepared and stapled onto the ends of each core box. Core boxes were cross
stacked on pallets and then moved to on-site storage.
Core samples collected at the drill site were held in closed core boxes sealed with fiber tape; at various times of day, camp staff collected the core boxes that were then
delivered to the core logging facility. All core logging, sampling and storage took place at the Springpole Project site. Following the logging and marking of core, all core
preparation and sampling was performed by technicians (for Gold Canyon’s drill programs, technicians were from Ackewance of Red Lake, Ontario) under the supervision of
the project manager, or by company geologists. All on-site sampling activities were directly supervised by the project manager or geologist.
All gold assay work since the 2010 drill program has been performed by SGS Laboratories in Red Lake, Ontario. Silver and multi-element assays for the Gold Canyon drill
programs were performed by the SGS Don Mills laboratory in Toronto, Ontario, and by the SGS laboratory in Vancouver for our 2016 and 2020 drill programs. The SGS
facilities are certified and conform to requirements CAN-P-1579 and CAN-P-4E (ISO/IEC 17025:2005). Certification is accredited for precious metals including gold and
silver and 52 element geochemical analyses.
We have attested that there is no commercial nor other type of relationship between us and SGS Laboratories that would adversely affect the independence of SGS
Laboratories.
All samples received by SGS Red Lake were processed through a sample tracking system that is an integral part of the company’s laboratory information management
system. This system utilizes bar coding and scanning technology that provides complete chain of custody records for every stage in the sample preparation and analytical
process.
37
Samples were dried, and then crushed to 70% of the sample passing 2 mm (-70 mesh). A 250 g sample was split off the crushed material and pulverized to 85% passing 75
microns (200 mesh). A 30 g split of the pulp was used for gold fire assay and a 2 g split was used for silver analysis. Crushing and pulverizing equipment was cleaned with
barren wash material between sample preparation batches and, where necessary, between highly mineralized samples. Sample preparation stations were also equipped with
dust extraction systems to reduce the risk of sample contamination. Once the gold assay was complete, a pulp was sent to the SGS Toronto facility for silver and possibly for
multi-element geochemical analysis.
As part of the standard internal quality control procedures used by the laboratory, each batch of 75 Springpole Project core samples included four blanks, four internal
standards, and eight duplicate samples. In the event that any reference material or duplicate result would fall outside the established control limits, the sample batches would
be re-assayed.
Pulps and rejects from the core samples, as well as from earlier drill programs where still available, are currently being kept in storage by First Mining.
Prepared samples were analyzed for gold by fire assay with atomic absorption finish. Samples returning assays in excess of 10g/t gold were re-analyzed with a gravimetric
finish.
Prepared pulp samples shipped from SGS Red Lake to SGS Toronto were analyzed for silver by three-acid digestion with atomic absorption finish.
During the winter 2010 program, prepared samples were analyzed for 52 elements by acid digestion (3:1 HCl: HNO3).
All samples from the 2016 and 2020 drill programs by us were also analyzed for 52 elements by acid digestion.
The QA/QC program for 2003 to 2007 consisted of:
●
●
●
resubmission of approximately 10% of the sample pulps to a second laboratory (ALS Chemex).
insertion of two commercial standard reference materials (standards submitted every 30th sample)
insertion of blanks
A total of 18 drill holes were completed in 2007 and 2008 comprising a total of 1,374 assay intervals. These samples were assayed for gold only by the Accurassay
Laboratories of Thunder Bay, Ontario. SRK checked a total of 137 samples representing 10% of the total against the original certificates. No errors were found.
No program was set up for duplicates, standards, or blanks for this drilling program. The laboratory ran their own set of duplicates for internal monitoring purposes; however,
those data were not available to SRK.
In 2010, Gold Canyon instituted a QA/QC program consisting of commercial standard reference materials for gold, and, consistent with current industry practice, blanks, field
duplicates, and pulp duplicates. In addition, a “round robin” program was instituted in 2011 with ACT Labs of Red Lake, Ontario, that compared pulp re-assay results against
the original SGS results for 469 samples. SGS conducted their own program of internal duplicate analysis as well.
38
For the First Mining QA/QC programs from the 2016 and 2020 drilling, blanks and standards were inserted at a rate of one standard for every 20 samples (5% in total), and
one blank for every 30 samples (3% in total). ‘Coarse’ duplicates and ‘pulp’ duplicates were also inserted at regular intervals with an insertion rate of 4%. For the 2020 assay
program, field duplicates from quartered core were also inserted at regular intervals, with an insertion rate of 4%.
In addition to the QA/QC program implemented by First Mining, the laboratories operate their own internal laboratory QA/QC system, inserting quality control materials,
blanks, laboratory replicates and laboratory duplicates on each analytical run.
Of the 18 drillholes completed in 2007 and 2008, comprising a total of 1,374 assay intervals analyzed for gold, SRK checked a total of 137 samples representing 10% of the
total against the original certificates. No errors were found.
A total of 3,135 assay values for gold and 3,161 assay values for silver in the database were compared against the original protected PDF assay certificates submitted by SGS
Red Lake. These totals represent 10.1% and 10.4% of the total number of assays for gold and silver, respectively.
Of the original assay values checked against certificates, the focus was on values material to any resource estimate, either higher-grade intervals or very low-grade intervals in
proximity to higher-grade intervals. The average grade of gold samples verified was 2.05 g/t Au. The average grade of silver samples checked was 8.27 g/t Ag.
Only two errors were found for gold:
●
●
The gold value of sample interval SP10-028 from 433 m to 436 m (sample number 8287) was found to have an entered value of 5.96 g/t gold against a value on the
assay certificate of 9.00 g/t gold.
The gold value of sample interval SP11-076 from 69 to 70 m (sample number 14583) having the value of 0.45 oz./t was incorrectly placed in the parts per billion
column.
No errors were found with respect to silver assays.
This represents an error rate of 0.064% in gold assays and an error rate of 0.0% in silver assays. This error rate is well within acceptable industry standards.
As part of the Mineral Resource estimation process, SRK reviewed the QA/QC data collected by Gold Canyon, reviewed the procedures in place to assure assay data quality,
and verified the assay database against original assay certificates provided directly to SRK by SGS Red Lake, the assay laboratory. A total of 53,431gold assays, 46% of the
assay data, were checked against original assay certificates. No significant database errors were identified. About 143 minor rounding errors were observed. None of the
rounding errors are deemed material or of any significance to the Mineral Resource estimate presented in the report.
39
Mineral processing and metallurgical testing
The Springpole deposit has been the subject of several metallurgical testwork programs and previous studies, as summarized in the following table:
Year
1989
2011
2013
2013
2017
2018
2018
2018
Lakefield Research, Lakefield; LR3657
Whole ore leach cyanide leach and CIL
Laboratory
Testwork Performed
SGS Mineral Services, Vancouver; 50138-001
SGS Mineral Services, Lakefield; 13152-001
Process Mineralogical Consulting Ltd; Oct2013-05
Base Met Labs, Kamloops; BL0161
ALS Metallurgy, Kamloops; 180107
Jacobs Engineering Group, Lakeland Florida
Eriez Flotation Division, Erie Pennsylvania
Whole ore cyanide leach
Whole ore cyanide leach
Flotation and concentrate regrind leach
Mineralogical analysis of two grab samples
Comminution testing
Mineralogical assessment – BMA, TMS
Whole ore leach
Rougher flotation and concentrate regrind leach
Viscosity
Whole ore cyanide leach
Flotation: Concentrate regrind leach and tail leach
Reverse flotation to float off mid-size mica to reduce comminution requirement
Hydraulic classification to remove multiple size fractions of micas to reduce
comminution requirement – cross flow and hydrofloat separation
During 2020, we completed a comprehensive comminution and metallurgical testwork program to support the PFS. This included head grade analyses, mineralogy, a full suite
of comminution, flotation, and leach tests; cyanide detoxification, rheology, and solid/liquid separation. Testwork was conducted by SGS Lakefield, Canada in two phases:
Phase 1 used available coarse reject material from the 2016 drilling campaign and Phase 2 used fresh HQ drill core from the 2020 winter drilling campaign.
Tests were performed on mineralization that is considered to be representative of plant feed, based on a recent mine plan. Composite samples representing major lithologies
and a range of head grades were prepared (0.60 to 2.0 g/t Au and 0.5 to 20 g/t Ag). The minimum and maximum grades aligned with expected plant feed for the first nine
years of production.
Bulk mineralogy on select composites showed the main sulphide mineral was pyrite, ranging from 5.3 to 7.7%, with traces of chalcopyrite, sphalerite, and galena. Gold
deportment studies indicated 5 to 12% of the gold is sub-microscopic; 8 to 14% of the gold is locked in <11 µm size fractions; 42 to 64% of the gold is exposed and 22 to
32% is liberated. A host of telluride minerals exist in the microscopic size range, with petzite the most dominant. Gold and electrum occur in minor amounts.
Comminution testing showed that the materials tested are considered very soft to medium in competency, with SMC test A*b values ranging from 40 to 124 and SPI test
results from 7 to 67 min. Conventional Bond tests showed significant variation in hardness, with Bond rod mill work indices ranging 9 to 15 kWh/t and Bond ball mill work
indices ranging from 8 to 18 kWh/t, at a closing screen size of 150 µm.
Two parallel flowsheets were evaluated, following the results from the previous studies: flotation + concentrate and tailings leaching versus whole ore leaching. The
recommended flowsheet for this study is flotation with concentrate/tailings leaching.
40
Whole ore cyanide leach tests showed relatively poor extraction at a grind size of 80% passing 75 µm or greater using aggressive leach conditions to combat the effects of the
telluride minerals. Gold leach extractions ranged from 52 to 72%. At a finer grind of 80% passing 60 µm, gold extractions ranged from 64 to 84%.
Rougher flotation tests showed high sulphide recovery was generally achieved within eight minutes. Excessive foaming was observed in some samples. This was considered
attributable to a drilling compound added to the core, to aid core recovery (this was also commented on in the 2019 updated PEA report for the Springpole Project, which
tested samples from the same drilling program). High mass pull was observed in these samples. A cleaning stage reduced the mass pull reporting to concentrate regrind.
Flotation recoveries to cleaner concentrate ranged from 55 to 83% for gold, 55 to 90% for silver and 75 to 98% for sulphur at a target mass pull of 15% or less. Leaching of
flotation tails is required to attain acceptable gold recovery. Tailings samples showed very high leach extractions in general.
Flotation concentrate gold extraction showed significant benefit from finer regrinding to an 80% passing size of 15 to 17 µm. Particularly high concentrate leach residue
grades were observed at 80% passing 25 µm. Flotation concentrate gold extractions ranged from 62 to 97%, somewhat dependent on gold head grade. Flotation tails gold
extractions ranged from 52 to 94%.
Overall plant gold recoveries are predicted to average 86% for head grades of 0.8 to 1.22 g/t Au. Overall plant recoveries for silver are predicted to range from 85 to 92% for
head grades of 3.2 to 8.3 g/t Ag.
Cyanide detoxification tests achieved <1 mg/L CNWAD, with favourable reagent consumption rates.
Mercury grades were in the range of <0.3 to 8 g/t in the flotation feed. A retort with gas collection system was incorporated into the plant design to manage and control
mercury in the process. Arsenic is present in the feed at concentrations up to 30 g/t and is not expected to be problematic in processing. No other elements were noted that
may cause issues in the process plant or concerns with product marketability.
Thickening and filtration of cyanide detoxified slurry showed a moisture content of 18.5% (by weight) was achieved with high-rate thickening followed by pressing and
drying using a conventional plate and frame filter press. A moisture content of 15% was achieved when employing a membrane squeeze in addition to pressing and drying in
a plate and frame filter.
The authors of the Springpole Technical Report make the following recommendations: (i) future drilling should be done using drill mud additives that have been
demonstrated to have minimal impact on metallurgical testwork (a bulk sample might be considered to avoid the issue of drilling compound modifying reagents);
(ii) investigate the impact of drilling mud additives on flotation mass pull with the objective of reducing flotation circuit size and regrind power requirements; (iii) further
optimize concentrate leach reagents and consider reductions in leach extraction time (this includes reducing the number of concentrate leach adsorption tanks and recover
residual gold/silver in solution using the flotation tails CIP circuit); (iv) optimize combined tails residual cyanide levels and aim to reduce cyanide detoxification retention
time; and (v) conduct a full Feasibility Study metallurgical testwork program incorporating variability and production composite testwork (this includes dewatering/filtering
tests on the final tailings material).
41
Mineral resource estimates
There are 662 drillholes in the Springpole Project database. The Mineral Resource estimate for the Springpole Project utilizes results from 404 core boreholes drilled by
previous owners of the property during the period of 2003 to 2013, and seven holes drilled by us in 2016 and 2020.
The revised Mineral Resource estimate was based on a gold price of US$1,550/oz and a silver price of US$20/oz, both considered reasonable economic assumptions by SRK.
To establish a reasonable prospect of economic extraction in an open pit context, the resources were defined within an optimized pit shell with pit walls set at 35° to 50° based
on domains. Assumed metallurgical recoveries of 88% for gold and 93% for silver were used. Mining costs were estimated at $1.62/t of total material, processing costs
estimated at $15.38/t, and general and administrative (“G&A”) costs estimated at $1.00/t. A cut-off grade (“COG”) of 0.3 g/t Au was calculated and is considered to be an
economically reasonable value corresponding to breakeven mining costs. Approximately 90% of the revenue for the proposed project is derived from gold, with 10% derived
from silver.
The updated resource estimate is summarized in the table below.
Category
Quantity
(Mt)
Open Pit
151
Indicated
Inferred
16
Note: This Mineral Resource estimate is as of July 30, 2020.
Au
(g/t)
0.94
0.54
Grade
Metal
Ag
(g/t)
5.0
2.8
Au
(Moz)
4.6
0.3
Ag
(Moz)
24.3
1.4
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by
environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. The quantity and grade of reported Inferred Mineral Resources in this
estimation are uncertain in nature and there has been insufficient exploration to potentially convert some or all of these Inferred Mineral Resources as an Indicated or
Measured Mineral Resource and it is uncertain if further exploration will result in upgrading them to the Indicated or Measured Mineral Resource category. SRK is of the
opinion that further attempts to convert the remaining Inferred material to Indicated would be of questionable value. The current proportion of the Mineral Resource classified
as Inferred Mineral Resources is 10% of total tonnes, and 6% of contained gold.
42
Mineral reserve estimates
The Mineral Reserves for the Springpole Project are based on the conversion of the Measured and Indicated Mineral Resources within the current Springpole Technical
Report mine plan. Indicated Mineral Resources in the mine plan were converted directly to Probable Mineral Reserves. There are currently no Measured Mineral Resource
estimates and therefore there are no Proven Mineral Reserves. The total Mineral Reserves for the Springpole Project are shown in the table below.
Category
Proven
Probable
Total
Tonnes
(Mt)
0.0
121.6
121.6
Grade
Contained Ounces
Au (g/t)
0.00
0.97
0.97
Ag (g/t)
0.00
5.23
5.23
Au (Moz)
0.00
3.80
3.80
Ag (Moz)
0.0
20.5
20.5
*This Mineral Reserve estimate is as of December 30, 2020 and is based on the new Mineral Resource estimate dated July 30, 2020. The Mineral Reserve calculation was
completed under the supervision of Gordon Zurowski, P.Eng of AGP, who is a Qualified Person as defined under NI 43-101. Mineral Reserves are stated within the final
design pit based on a US$878/ounce gold price pit shell with a US$1,350 /ounce gold price for revenue. The equivalent cut-off grade was 0.34 g/t Au for all pit phases. The
mining cost averaged $2.75/tonne mined, processing averages $14.50/tonne milled, and G&A was $1.06/tonne milled. The process recovery for gold averaged 88% and the
silver recovery was 93%. The exchange rate assumption applied was $1.30 equal to US$1.00.
*Pit slope angles ranged from 35 - 50°.
The Mineral Reserves for the Springpole Gold Project are based solely on open pit mining assumptions.
The Qualified Person responsible for the preparation of the Mineral Reserve estimates in the Springpole Technical Report has not identified any known legal, political,
environmental, or other risks that would materially affect the potential development of the Mineral Reserves. The risk of not being able to secure the necessary permits from
the government for development and operation of the Springpole Project exists but the Qualified Person is not aware of any issues that would prevent those permits from
being withheld per the normal permitting process.
Mining methods
The PFS is based on open pit mining of the proposed Springpole pit. This pit will provide feed material necessary to maintain the process plant feed rate at 30,000 tpd while
operational.
The Springpole pit will be a three phased pit which will provide 121.6 Mt of ore grading 0.97 g/t Au, and 5.23 g/t Ag. Waste from this pit will total 275.4 Mt for a strip ratio
of 2.3:1 (waste:ore). With the inclusion of the proposed quarry, the total waste movement will be 287.5 Mt for a life-of-mine (“LOM”) strip ratio of 2.36:1 (waste:ore)
In addition to the pit, a quarry would be established near the plant location in the pre-production period. This quarry would be used to construct mine infrastructure including
haul roads, cofferdams and to meet site fill requirements for other infrastructure.
The mill feed cut-off used is 0.40 g/t Au. During the mine operation material would be stockpiled to optimize the plant feed grade and defer lower-grade material until later in
the mine schedule. The three grade bins used for the stockpiles included: low grade (0.40 to 0.60 g/t Au), medium grade (0.60 to 0.80 g/t Au) and high grade (over 0.80 g/t
Au).
43
The phases are scheduled to provide 30,000 tpd of feed to the mill over an 11.3 year mine life after three years of pre-production stripping. The first two years of pre-
production stripping are construction related. The last three years of mining are stockpile reclaim. The pits are sequenced to minimize initial stripping and provide higher feed
grades in the early years of the mine life which the stockpiling strategy accomplishes.
The pits will be built on 12 m benches with safety berms placed every 24 m. Inter-ramp angles vary from 39 to 54° in rock depending upon the wall orientation. Overburden
will use a 30° inter-ramp angle with 12 m between berms. Minimum mining widths of 35 to 40 m were maintained in the design with preferred bench widths of 60 m or more.
Ramps will be at maximum 10% gradient and vary in width from 27.1 m (single lane width) to 35.4 m (double lane width). They have been designed for a 226 t haulage
truck.
The main fleet will consist of three 251 mm rotary drills, two 36 m3 electric hydraulic shovels and one 23 m3 front-end loader. The truck fleet will total seventeen 240 t trucks
at the peak of mining. This is due to the long hauls from the pit to the waste storage facilities (“WSF”) as well as the backhaul of tailings material from the plant. The usual
assortment of dozers, graders, small backhoes, and other support equipment is considered in the equipment costing. A smaller front-end loader (13 m3) will be stationed at the
primary crusher.
In the pre-production years -3 and -2, 3.9 Mt will be mined within the quarry area. This mining will be with 91 t trucks, 6 m3 excavators and smaller track drills, more suited
to this type of work, preparing the site for the larger, more productive, equipment. Year -1 is the start of major mining activity using the larger equipment when the bay
dewatering has advanced sufficiently for mining and the site infrastructure (power lines, roads, etc.) is in place. The early phases provide the highest grade to the mill early in
the schedule. The open pit will be in operation until Year 9 followed by three years of stockpile reclaim to feed the plant. When the open pit is complete, the larger mining
fleet will move to complete the quarry area, dumping the material into the open pit. This will serve to cover the slopes in the pit for reclamation purposes.
Waste material from the pit will be stored in the WSF. Non-acid generating (“NAG”) material will be used for the outer berms while potentially acid generating material will
be co-mingled with filtered tails. The filtered tails will be backhauled from trucks returning from dropping material at the plant either as feed or placed in the stockpiles. As
the WSF advances upwards, re-sloping of the sides will be occurring to allow for concurrent reclamation and reducing the visual impact of the facility. The majority of the
waste rock will be contained within the WSF (196.6 Mm3), but a small portion of NAG material will be backfilled into Phase 2 of the open pit near the end of the mine life.
This will reduce the overall haul length and will help in pit reclamation. A total of 9.8 Mm3 will be backfilled into the pit.
Processing and recovery operations
The process plant will be designed using conventional processing unit operations. It will treat 30,000 tpd or 1,250 t/h based on an availability of 8,059 hours per annum or
92%. The crusher plant section design is set at 75% availability and the gold room availability is set at 52 weeks per year including two operating days and one smelting day
per week. The plant will operate with two shifts per day, 365 days per year, and will produce gold doré bars.
The plant feed will be hauled from the mine to a crushing facility that will include a gyratory crusher as the primary stage before being conveyed to the crushed ore stockpile.
The crushed ore will be ground by a SAG mill, followed by a closed circuit of a ball mill with a hydro-cyclone cluster. The hydro-cyclone overflow with P80 of 150 mesh
(106 µm) will flow to a three-stage flotation circuit including rougher flotation, rougher scavenger flotation, and cleaner flotation. Flotation tailings will report to the tailings
leaching and CIP circuit. Flotation concentrate will report to a closed loop cyclone cluster and IsaMill before reporting to the concentrate leach and CIP circuit.
Gold and silver leached in the CIP circuits will be recovered onto activated carbon and eluted in a pressurized Anglo American Research Laboratory style elution circuit and
then recovered by electrowinning in the gold room. The gold-silver precipitate will be dried in a mercury retort oven and then mixed with fluxes and smelted in a furnace to
pour doré bars. Carbon will be re-activated in a carbon regeneration kiln before being returned to the CIP circuits. CIP tails will be treated for cyanide destruction prior to
pumping to a final tails thickener and pressure filter. Filter cakes will be hauled to the WSF for disposal.
44
The installed power for the process plant will be 58 MW and the power consumption is estimated to be 32 kWh/t processed. Raw water will be pumped from Birch Lake to a
raw-water storage tank. Potable water will be sourced from the raw-water tank and treated in a potable water treatment plant. Gland water will be supplied from the raw-water
tank. Process water will primarily consist of water reclaimed from the final tails thickener and pressure filters. Reagents will include pebble lime, sodium cyanide, sodium
hydroxide, copper sulphate pentahydrate, hydrochloric acid, sodium metabisulphite, activated carbon, flocculant, coagulant, collector, and frother. The selected flowsheet is
shown in the below figure.
45
Infrastructure, permitting and compliance activities
Key project infrastructure as envisaged in the PFS includes: open pit mine area including mine haul roads and ramps; cofferdams for hydraulic isolation of the mine pit
following bay dewatering; site main access roads, administrative access roads and maintenance roads, site main gate and guard house; administration and dry building,
construction and permanent camp accommodations; process plant e-room; crushing area e-room; control room; reagent storage building; gold room; assay laboratory and
sample preparation area; plant workshop and warehouse; truck shop and warehouse, tire changing facility, truck wash building; fuel facility, fuel storage and dispensing; fresh
water intake; 230 kV overland and 25 kV underground power distribution lines; fresh water intake pumping supply and treatment; WSF, contact water collection ponds; waste
water treatment plant and explosives magazine.
The main access road will be a private extension of the existing Wenesaga Road which is primarily used for forestry services and has been constructed up to 15 kilometres
from the project site.
Approximately 58 MW of electrical demand will be supplied via a new 230 kV overhead transmission line, built to connect to the provincial grid’s 230 kV line approximately
75 km to the southeast. A 230kV / 25kV transformer will provide step down prior to feeding a total of six electrical rooms. Variable frequency drives have been allowed
where required and all medium-voltage motors or drives will be supplied in 4.16 kV.
Two cofferdams will be constructed to isolate the area of the proposed open pit and facilitate mining following dewatering. A secant pile wall and grout curtain will be
installed within the rockfill to establish a hydraulic barrier.
A single WSF will be constructed west of the open pit for storage of tailings produced from mineral processing and PAG waste rock generated from open pit mining. The
WSF will store approximately 76 Mm3 of tailings and 41 Mm3 of PAG waste rock within a cell. Structural stability of the facility will be provided by perimeter embankment
dams constructed with NAG waste rock generated from open pit mining. Surface water run-off from the facility will be removed and stored in a contact water management
pond (CWMP), to be located south of the WSF, to limit infiltration of water into the waste materials following placement. An engineered cover is conservatively considered
in closure, to promote surface run-off and limit seepage, and will be further evaluated through the Environmental Assessment (EA) process.
First Mining and its predecessor Gold Canyon have been collecting environmental baseline data to support the project’s EA since 2010, and data collection is ongoing. These
studies are primarily focused on characterizing biological and physical components of the aquatic and terrestrial environments that may be impacted by and may interact with
the proposed Springpole Project. The dataset compiled to date within these programs exceeds the level of environmental baseline data one would typically have in support of
a PFS.
The area of Springpole Lake that will be dewatered spans approximately 150 hectares and displays significant variation in lakebed elevation, with the deepest point reaching
an approximate maximum depth of 40 m (El. 353 masl). This activity will affect fish habitat. First Mining will continue working with Fisheries and Oceans Canada (DFO) to
develop off-setting measures that will help to mitigate any short or long-term effects to local fish communities.
First Mining will fully consider the concerns and issues associated with potential adverse environmental effects, as appropriate, to the Indigenous peoples in terms of
proximity, historic resources, land and resource use, physical and social effects (including health) on their communities, as well as economy, employment, cultural heritage, in
the EA process.
Preliminary environmental design criteria have been developed for project features that have the potential to release contaminants into the air, water, and land. First Mining
will also develop an environmental, health and safety (“EHS”) management system to address the EHS needs of the Springpole Project based on the results of the
Environmental Impact Statement.
46
On February 23, 2018, we submitted a Project Description to the Impact Assessment Agency of Canada (the “IAAC”). IAAC determined an EA is required for the Springpole
Project under the Canadian Environmental Assessment Act (2012) (“CEAA”). We have also entered into a voluntary agreement with the Ontario Ministry of Environment,
Conservation and Parks to undertake an Individual EA under Section 3.0.1 of the provincial Environmental Assessment Act.
We plan to submit an EIS for the Springpole Project by the end of 2021. The EIS would be developed to also meet the regulatory requirements associated with the provincial
voluntary agreement to undertake an individual EA.
In addition to the requirement for assessment under CEAA, 2012, key federal permits that may be required pending further regulatory advice:
● Fisheries Act Authorization (Fisheries and Oceans Canada (DFO))
● Canadian Navigable Waters Act (Transport Canada)
● Schedule 2 of Metal and Diamond Mining Effluent Regulations (MDMER)
Prohibitions under other pieces of federal legislation also apply but no permitting requirements are currently expected. These may include, but would not necessarily be
limited to, the following:
● Canadian Environmental Protection Act, SC 1999
● Migratory Birds Convention Act, SC 1994, c22
● Explosives Act, RSC 1985, C. E-17
● Transportation of Dangerous Goods Act, SC 1992, c. 34
● Species at Risk Act, SC 2002; c. 29
● Nuclear Safety Control Act, SC 1997, c. 9)
47
Based on the current understanding of the Springpole Project area and project description provided by First Mining, it is expected that the following permits and approvals
will be required:
●
●
●
●
●
●
●
●
●
●
●
Mine Closure Plan, Mining Act, Energy, Northern Development and Mines
Permit to Take Water, Ontario Water Resources Act, MECP
Environmental Compliance Approval (Air/Noise), Environmental Protection Act, MECP
Environmental Compliance Approval (Sewage), Ontario Water Resources Act, MECP
Environmental Compliance Approval (Waste), Environmental Protection Act, MECP
Work Permit, Public Lands Act, Ministry of Natural Resources and Forestry (MNRF)
Work Permit, Lakes and Rivers Improvement Act, Ministry of Natural Resources and Forestry (MNRF)
Aggregate Permit, Aggregate Resource Act, MNRF
Overall Benefit Permit, Endangered Species Act, MECP
Forestry Resource Licence/Release of Reservation, Crown Forest Sustainability Act, MNRF
Archaeological Clearance, Ontario Heritage Act, Ministry of Heritage, Sports, Tourism, and Culture Industries (MHSTCI)
48
The federal government identified Cat Lake First Nation, Slate Falls First Nation, Lac Seul First Nation, Wabauskang First Nation, Mishkeegogoamang Ojibway Nation,
Ojibway Nation of Saugeen, and Métis Nation of Ontario in 2018 (updated in 2020), while in 2018 the provincial government identified Cat Lake First Nation, Slate Falls
First Nation, Lac Seul First Nation, Wabauskang First Nation, Mishkeegogoamang Ojibway Nation, Ojibway Nation of Saugeen, Pikangikum First Nation, and Métis Nation
of Ontario, as potentially impacted by the Springpole Project or having an interest in the project.
In March 2017, the First Nations of Cat Lake, Slate Falls and Lac Seul entered into a Shared Territory Protocol Agreement. These three First Nations are known collectively
as the Shared Territory Protocol Nations (“STPN”). In February 2018, we entered into a Negotiation Protocol Agreement with the STPN and will continue information
sharing and consultation throughout the EA process.
Capital and operating costs
The cost estimate for the Springpole Project is based on an engineering, procurement, and construction management (“EPCM”) implementation approach.
Operating Costs
The operating costs for a mine at the project have been estimated from base principles with vendor quotations for repair and maintenance costs and other suppliers for
consumables. Key inputs to the mine cost are fuel and labour. The price provided for the project was $0.80/L (US$0.60/L) delivered to the site. The mine truck and support
equipment fleets will be diesel powered. The large production drills, hydraulic shovels and dewatering pumps will be electric powered, and the cost estimate used an
electricity price of $0.08/kWh (US$0.06/kWh).
Labour costs are based on an owner-operated scenario whereby we would be responsible for the maintenance of the equipment with our own employees.
The mining fleet will be leased to help lower capital costs and payments are included in the operating cost. The mining cost is shown as both cost per tonne mined and cost
per tonne moved. This is due to the large quantity of tailings backhaul included in the operating cost. The cost per tonne mined is $2.75/t mined (US$2.06/t mined) or $1.94/t
moved (US$1.46/t moved). The cost per tonne milled over the LOM is $8.69/t milled (US$6.52/t milled).
The annual process operating cost is estimated at $158.8 M (US$119.1 M) and will average $14.50/t milled (US$10.87/t milled) over the LOM.
The G&A cost is estimated at $11.57 M (US$8.68 M) and will average $1.06/t milled (US$0.79/t milled) over the LOM.
49
The life of mine operating cost estimate for the Springpole Project is shown in the table below.
Operating Cost
Mining
Processing
G&A
Capital Costs
TOTAL
Life of Mine Cost (US$ M)
793
1,323
96
2,212
Cost (US$/t Processed)
6.52
10.87
0.79
18.18
The capital cost estimate has an accuracy of -20% / +30% (AACE Class 4). The estimate includes the cost to complete the design, procurement, construction, and
commissioning of all the identified facilities. The estimate was based on the traditional EPCM approach where the EPCM contractor would oversee the delivery of the
completed project from detailed engineering and procurement to handover of a working facility.
The estimate was derived from a several fundamental assumptions as indicated in process flow diagrams, general arrangements, mechanical equipment list, electrical
equipment list, material take offs, electrical layouts, scope definition and a work breakdown structure. The estimate included all associated infrastructure as defined by the
scope of work.
The capital cost estimate for the Springpole Project is summarized in the table below.
Cost Type
Cost Description
Direct
Indirect
Provisional
Closure
Mine
Site Development
Process Plant
On-site Infrastructure
Off-site Infrastructure
Indirects
EPCM Services
Owner’s Costs
Direct Subtotal
Indirect Subtotal
Contingency and Management Reserve
Closure Costs
Total
50
Initial
144.5
21.0
296.7
38.4
35.3
535.9
47.9
37.5
16.1
101.4
80.9
-
718.3
Project Capital (US$ M)
Sustaining
51.3
-
4.2
-
-
55.5
-
-
-
-
-
29.5
85.0
Total
195.8
21.0
300.9
38.4
35.3
591.4
47.9
37.5
16.1
101.4
80.9
29.5
803.3
Economic Analysis
The mine plan is based on Indicated Mineral Resources that have been converted to Probable Mineral Reserves.
An economic model was developed to estimate annual pre-tax and post-tax cash flows and sensitivities of the Springpole Project based on a 5% discount rate. It must be
noted that tax estimates involve complex variables that can only be accurately calculated during operations and, as such, the after-tax results are approximations. A sensitivity
analysis was performed to assess the impact of variations in metal prices, head grades, initial capital cost, total operating cost, foreign exchange rate, and discount rate.
The capital and operating cost estimates developed specifically for the Springpole Project are in Canadian dollars and converted with the stated exchange rate. The economic
analysis has been run on a constant dollar basis with no inflation.
The economic analysis was performed using the following assumptions:
● gold price of US$1,600/oz, silver price of US$20/oz
● LOM of 11.3 years
● exchange rate of US$0.75 per $1.00
● cost estimates in constant Canadian dollars with no inflation or escalation
100% ownership with 1.3% NSR; (assumes buy back of 1.4% NSR)
●
● capital costs funded with 100% equity (no financing costs assumed)
● closure cost of US$29 M
●
● Ontario applies a mining tax rate of 10%
● total undiscounted tax payments are estimated to be US$720 M over the LOM
Canadian corporate income tax system consists of 15% federal income tax and 10% provincial income tax
The pre-tax net present value (“NPV”) discounted at 5% is US$1,482 M; the IRR is 36.4%; and the payback period is 2.2 years. On an after-tax basis, the NPV discounted at
5% is US$995 M; the IRR is 29.4%; and the payback period is 2.4 years.
51
A summary of the project economics is shown in the following figure and table.
52
General
Gold Price
Silver Price
FX
Production
Mine Life
Mined Ore
Mined Waste
Strip Ratio
Daily Throughput
Total Mill Feed
Gold
Mill Head Grade Au
Mill Recovery Au
Total Payable Ounces Au
Average Annual Payable Au
Silver
Mill Head Grade Ag
Mill Recovery Ag
Total Payable Ounces Ag
Average Annual Payable Ag
Operating Cost
Mining – mined
Mining - milled
Processing
G&A
Total
Capital Cost
Initial Capex
Sustaining Capex
Closure Cost
Operating Costs per Ounce
Cash Costs (net)
AISC (net)
Cash Costs
AISC
Pre-Tax Economics
NPV (5%)
IRR
Post-Tax Economics
NPV (5%)
IRR
Payback
Units
US$/oz
US$/oz
$:US$
yr.
kt
kt
w:o
tpd
kt
g/t
%
koz
koz
g/t
%
koz
koz
US$/t mined
US$/t milled
US$/t milled
US$/t milled
US$/t milled
US$M
US$M
US$M
US$/oz
US$/oz
US$/oz AuEq
US$/oz AuEq
US$M
%
US$M
%
yr.
LOM Total / Avg.
1,600
20.00
0.75
11.3
121,636
287,532
2.36
30,000
121,636
0.97
85.7%
3,225
287
5.2
89.5
18,117
1,610
2.06
6.52
10.87
0.79
18.18
718
55
29
618
645
673
698
1,482
36.4
995
29.4
2.4
* Cash costs consist of mining costs, processing costs, mine-level G&A and refining charges and royalties.
* AISC includes cash costs plus sustaining capital and closure costs. AISC is at a project-level and does not include an estimate of corporate G&A.
53
Exploration, development and production
As discussed above, during the winter of 2019 - 2020, we initiated a program of core re-sampling in order to quantify the sulphur content of the in-pit material. A total of
8,358 samples were collected for total sulphur assays, along with 611 samples collected for bulk density determination.
We completed several field programs throughout 2020, with the primary purpose of collecting additional data to advance the metallurgical, geotechnical, hydrogeological, and
environmental studies at the Springpole Project through PFS level and beyond. Diamond drilling was undertaken to collect samples for metallurgical and geotechnical test
work.
The geotechnical program targeting the pit wall area consisted of drilling and logging of inclined HQ size boreholes, packer tests, fracture surveys using acoustic televiewer,
rock testing (point load tests and Brazilian tests), and multi-level piezometer installation.
In addition, a detailed geotechnical field testing and sampling program was completed over the areas of proposed mine infrastructure, which included test pit excavations (for
overburden investigation), hand auguring, NQ-size borehole drilling, and ground penetrating radar surveys in selected locations.
A program of condemnation drilling targeting key infrastructure areas was also commenced in 2020 and is scheduled for completion in 2021. Additional mapping and
sampling of nearby trachyte outcrops was completed during the summer months and further exploration on these areas and other potential targets outside of the main resource
area will continue in 2021.
54
Cameron
Technical report
The description in this section of our Cameron gold project (the “Cameron Project”) is based on the project’s technical report: Technical Report on the Cameron Gold
Deposit, Ontario, Canada (effective date January 17, 2017) (the “Cameron Gold Technical Report”). The report was prepared for us by Optiro Pty Ltd. in accordance with NI
43-101 under the supervision of Mark Drabble, B. App. Sci. (Geology), MAIG, MAusIMM; and Kahan Cervoi, B. App. Sci (Geology), MAIG, MAusIMM; each Qualified
Persons within the meaning of NI 43-101. The following description has been prepared under the supervision of Hazel Mullin, P.Geo., who is a Qualified Person within the
meaning of NI 43-101, but is not independent of us.
The conclusions, projections and estimates included in this description are subject to the qualifications, assumptions and exclusions set out in the Cameron Gold Technical
Report, except as such qualifications, assumptions and exclusions may be modified in this AIF. We recommend you read the Cameron Gold Technical Report in its entirety to
fully understand the project. You can download a copy from our SEDAR profile (www.sedar.com), or from our website (www.firstmininggold.com).
Project description, location and access
The Cameron Project is wholly-owned by us through our wholly-owned subsidiary, Cameron Gold. The Cameron Project comprises 1,790 mining claims, 24 patented claims,
seven licences of occupation and four mining leases. All of the claims are located within unsurveyed crown lands, and are situated in the Rowan Lake, Heronry Lake, Tadpole
Lake, Brooks Lake, Lawrence Lake, Bluffpoint Lake, and Dogpaw Lake areas, and the Phillips and Godson townships.
The total area of the project is approximately 495.74 km2 (49,574 ha).
The Cameron Project currently consists of two project areas; namely Cameron (which includes the Cameron deposit) (the “Cameron Deposit”) and West Cedartree (which
includes the Dubenski and Dogpaw deposits). The Cameron Gold Technical Report covers only the Cameron Deposit and Mineral Resource Estimate within the broader
Cameron Project. The Cameron Project area comprises 1,699 mining claims, four patented claims, six licences of occupation and three mining leases. The West Cedartree
property comprises 91 mining claims, 20 patented claims, one licence of occupation and two mining leases.
The Cameron Project is located in the southern part of western Ontario, Canada approximately 80 km southeast of Kenora and 80 km northwest of Fort Frances. The nearest
towns are Sioux Narrows and Nestor Falls, 30 km and 25 km away respectively. The Cameron Project is on unsurveyed crown lands accessed by sealed and all-weather
gravel roads. From Kenora via Highway 17, Hwy 71 and the Cameron Lake road the distance is around 123 km. From Fort Frances via Hwy 11, Hwy 71 and the Cameron
Lake road the distance is 168 km.
55
Underlying royalties which affect the Cameron Deposit are:
● 1.5% NSR payable to Rubicon Minerals Corp. for 47 unpatented claims. We have the option to repurchase 0.75% of the NSR for $750,000;
● 1% NSR payable to Orion Resource Partners for 20 unpatented claims, 4 patented claims, 6 MLOs and 2 mining leases;
● 2% NSR payable to Mr. Sherridon Johnson and Mr. Edward Antony Barkauskas for one unpatented claim. We have the right to repurchase 1% of the NSR for
$500,000;
● $0.30 per ton on all ore mined payable to the estate of W. Moorhouse and D. Petrunka for one mining lease;
● 3% NSR payable to Lasir Gold Inc. We have the right to reduce the NSR to 1.5% by payment of $1,500,000; and
● 1% NSR payable to Chalice on 133 unpatented mining claims, all of which are not encumbered by pre-existing royalties. We have the right to repurchase 0.5% of the
NSR for $1,000,000.
In order to maintain the title to a mining claim, the recorded holder of the claim is required to undertake approved work expenditure of $400 per single cell mining claim or
$200 per boundary cell mining claim within two years of the granting of the claim. Work programmes and expenditure commitments can be grouped across a contiguous
series of mining claims. The duration of a mining lease is 21 years from the date of grant. The mining leases within the Cameron Project were initially granted in 1988 and
were subsequently renewed for a further 21 years in July 2009, except one mining lease which was renewed in May 2006.
History
Exploration in the area commenced in the 1940s and numerous companies have carried out prospecting, line cutting, geological mapping, trenching, soil and outcrop
sampling and ground magnetic and electromagnetic geophysical surveys.
On the Cameron Project there have been numerous exploration and drilling programmes. On the Cameron Deposit itself, the first drilling was undertaken in July 1960. Prior
to 2010, there were 836 holes comprising in excess of 90 km of diamond drill core drilled by six companies.
In 1987 at the Cameron Gold Deposit, underground development for an extensive sampling programme was undertaken. Some 65,000 m3 of material was excavated with
some bulk sampling, diamond drilling and rock chip sampling completed. The excavated material was placed on surface at site in three separate stockpiles: one for
unmineralized access development material, one for “low-grade” mineralized material; and one for “mineralized” material. The unmineralized stockpile has been used from
time to time for access road maintenance. The mineralized material stockpiles have been surveyed and sampled for the purpose of reconciliation against depletion calculations
but no estimate has been prepared that would permit inclusion of the material in a disclosure of resources.
56
Between 2010 and 2012, 242 surface diamond holes were drilled totalling 36,000 m, the majority on the Cameron Deposit.
Since 2010, the following exploration work has been carried out throughout the Cameron Project consisting of:
● Airborne magnetic gradiometers survey of the project area in 2010.
● 250 km of line cutting over the property
● 142-line km of Pole-Dipole Induced Polarisation surveys (July 2010 to February 2011)
● Orientation geochemical sampling programme of surface pits around the Cameron deposit in late 2011. A total of 19 samples of around 12 kg were collected from
the base of till over an area of about 900 m x 600 m.
● Excavation of 94 pits in 2013 on gold-in-till anomalies.
● Outcrop mapping and prospecting
● Heli-borne magnetics and Versatile Time-domain Electromagnetic (VTEM) over the western portion of the project in 2014. A total of 1457 line km of VTEM was
flown at 200 m spacings.
● Several historical Mineral Resource estimates have been done for the Cameron Deposit.
In May 2014, 15 holes for 2,599.5 m were diamond drilled at the Jupiter, Ajax, Juno and Hermione prospects that are proximal to the Cameron Deposit.
Geological setting, mineralization and deposit type
The mineralization at the Cameron Project is mainly hosted in mafic volcanic rocks within a northwest trending shear zone (“Cameron Lake Shear Zone” or “CLSZ”)
which dips steeply to the northeast. In the south-eastern part of the deposit where the greatest amount of gold has been delineated, the shear zone forms the contact between
the mafic volcanic rocks and diabase/dolerite rocks of the footwall.
Gold mineralization occurs within quartz breccia veins, associated with intense silica‐sericite‐carbonate‐pyrite alteration in a series of zones that dip moderately to steeply to
the northeast within and adjacent to the shear zone. Gold is associated with disseminated pyrite with high sulphide concentration generally corresponding with higher gold
grade. Visible gold is rare. The mineralization is open at depth and along strike to the northwest with potential to expand the Mineral Resource in these directions.
57
The Cameron Deposit is a greenstone‐hosted gold deposit. While the deposit can generally be considered to be part of the orogenic family of gold deposits, it bears many
characteristics atypical of the largest gold deposits of this style. These features include:
● mineralization dominated by disseminated sulphide replacement and quartz‐sulphide stockwork and quartz breccia veins;
● spatial and temporal association of mineralization with porphyry intrusive bodies that have similar alteration assemblages (taking into account primary lithological
variations);
● relatively minor amounts of auriferous quartz‐carbonate vein material comprising the mineralization, which is likely temporally‐late compared to the disseminated
sulphide replacement and quartz breccia veins;
● high‐grade mineralization is largely deformed and the disseminated sulphide replacement zones that constitute the bulk of the mineralization are commonly foliated;
and
● the alteration assemblage of the mineralization (sericite‐albite‐carbonate‐pyrite) is atypical.
Exploration
Exploration at the Cameron Project commenced in 1960 and has been conducted intermittently until the present day.
Drilling
A number of diamond drillhole programmes have been carried out across the Cameron Project area by a number of explorers: Noranda Exploration Company Limited
(“Noranda”) from 1960 to 1961; Zahevy Mines Limited and Noranda from 1972 to 1974; Nuinsco in 1981; Nuinsco and Lockwood Petroleum Inc. from 1983 to 1984;
Nuinsco and Echo Bay Mines Limited from 1985 to 1989; Nuinsco and Deak International Resources Holding Limited in 1989; Cambior Inc. in 1996; Nuinsco from 2003 to
2005; and Coventry Resources Inc. (“Coventry”) from 2010 to 2012. In addition, an RC drilling programme was completed by Nuinsco from 1985 to 1986 to sample the
overlying glacial till and the bottom of hole in bedrock to test for geochemical anomalism associated with gold mineralisation.
From 1960 through to 2012, 981 diamond drillholes were drilled for a total of 120,813 m. An additional 83 RC holes were drilled during the mid-1980s for a total of 862 m.
Underground exploration of the Cameron Deposit commenced in October 1986 and was undertaken in two phases until July 1988 to verify the surface drilling results.
Overall, 457 underground diamond drillholes were completed for a total of more than 21,707 m. An additional 55 diamond drillholes were drilled from underground for a
total of 4,887 m between 1989 and 1990.
58
Sampling, analysis and data verification
Documentation regarding historic field procedures applied by previous explorers at the Cameron Gold Deposit, including details regarding sample collection, preparation,
transportation and security, and analytical techniques, is poor or non‐existent. Prior to 1988, core was manually split, with half‐core sent for analysis. Post 1988, drill core was
cut using a masonry saw. The inclusion of control samples is assumed and is sometimes referenced in documentation but details regarding this are not documented.
For the 2010 to 2012 drill programmes, drill core was cut on site with wet masonry core saws by geotechnical personnel who are supervised by Coventry site‐based
geologists. The selection of intervals for cutting and the length of these intervals was based on lithological, alteration or mineralization boundaries as defined by the
supervising geologist with 1 m intervals used in zones of similar lithology. Within mineralization the sampling intervals vary from 0.06 m to 2 m.
Samples were received at the laboratory and checked against accompanying sample dispatch sheets to ensure all samples are delivered. Any discrepancies were noted and
Coventry notified that resolution was required before the samples advanced through the preparation process.
Sample preparation comprised standard laboratory techniques of (i) drying for a minimum of 8 hours, (ii) mill crushing to greater than 70% passing 2 mm, (iii) riffle splitting
(using a Jones Splitter) to approximately 250 gm and (iv) disk pulverising to 85% passing 75 microns. The sample was then split to 30 g for analysis with the remainder
retained as a pulp residue. The coarse remainder was put aside as a bulk residue (reject).
Overweight samples (>2.5 kg) were crushed and split into two samples, treating each as above and recombining after pulverising.
All samples were analysed for gold by accredited and independent Activation Laboratories Ltd. (“ActLabs”) at their Thunder Bay facility using method ‘1A3‐Tbay Au – Fire
Assay Gravimetric’. The 30 g assay sample was combined with fire assay fluxes (borax, soda ash, silica and a lead oxide litharge) and silver added as a collector. The mixture
was placed in a fire clay crucible, preheated at 850°C, intermediate at 950°C and finished at 1060°C over approximately 60 minutes. The crucibles were then removed from
the assay furnace and the molten slag (lighter material) is carefully poured from the crucible into a mould, leaving a lead button at the base of the mould. The lead button is
then placed in a preheated cupel which absorbs the lead when cupelled at 950°C to recover the silver and gold doré bead.
The gold was separated from the silver in the doré bead by parting with nitric acid. The resulting gold flake is annealed using a torch. The gold flake remaining is weighed
gravimetrically on a microbalance. The detection limits are 0.03 ppm Au (lower) and 10,000 ppm Au (upper).
All drill core from the 2010 and 2011 drilling programs is stored in covered steel core racks at the Cameron Project. Every core box is labelled with Dymo tags, recording
hole ID, box number and ‘from’ and ‘to’ depths.
All samples were individually bagged and labelled with unique sample numbers. Corresponding laboratory specific assay tags were included in each sample bag, which were
then sealed with plastic zip‐ties and batched in woven nylon bags. Samples were transported via commercial road transport on a weekly basis during drilling programmes.
The samples were taken to ActLabs in Thunder Bay or to the ActLabs sample preparation facility in Dryden before being transferred to Thunder Bay for analysis.
59
Drill core was logged in the exploration camp at Cameron Lake. The core was logged for geology, alteration, mineralization, structure and other geological features such as
veining. The core was photographed in wet and dry condition and stored in racks prior to sampling by core cutting. The drill core was marked up with the sample intervals
and the core was cut using a diamond blade saw. Sample tickets were stapled into the wooden core trays and the other half put into the sample bag. The sample number was
also written on the outside of the calico sample bag for identification and sorting purposes. The core is stored in the exploration facility at the Cameron Property. This has
dedicated covered racks for storing drill core, wooden crates for sample residues, and sea containers for sample pulps.
All samples were individually bagged and labelled with unique sample numbers. Corresponding laboratory specific assay tags were included in each sample bag, which were
then sealed with plastic zip‐ties and batched in woven nylon bags. Samples were transported via Gardewine North commercial road transport of Kenora. The samples were
taken to ActLabs in Thunder Bay. Confirmation was sent to Chalice that the security tags were intact, and that the numbers match the sample despatch request.
As part of its QA/QC review, Optiro Pty Ltd. (“Optiro”) was provided a Microsoft access database containing two QA/QC tables. One table comprised standards and blanks
and one table comprised duplicates assay results. Optiro exported these tables into CSV format and imported the QA/QC results into data analysis spread sheets to review the
Cameron QA/QC results.
The underground drilling data collected between 1987 and 1989 was considered critical to the quantity and quality of the 2014 Mineral Resource Estimate, and as no QA/QC
information was available, Coventry undertook a re‐sampling program in order to establish confidence in the assay results. The Coventry re‐sampling programme targeted
mineralization in and around the underground development. Remaining core was quartered either using a core saw or manually (depending on core condition) over the same
sample intervals as currently recorded in the database. The re‐samples were prepared and assayed in exactly the same manner that samples from Coventry’s diamond drilling
programme were processed with sample preparation and analysis carried out at ActLabs in Thunder Bay. This re‐sample programme provided 816 directly comparable assay
results, from a total of 1,904.6 m of drill core. The comparison is between half core (original sample) and quarter core (resample).
Optiro only managed to identify 101 samples recorded in the QA/QC database to be duplicate samples and that were submitted by Coventry in 2010 and 2011. Optiro’s
analysis of the 101 identified quarter core duplicate samples indicates a poor repeatability of grades between paired samples with a correlation coefficient of 0.24. The results
suggest that the duplicate samples are under reporting compared to the original grades at gold grades of less than 1 g/t Au, and over reporting compared to the original grades
at gold grades of greater than 2 g/t Au.
Results from the scatter plot, precision plot and relative difference plots highlight a moderate to poor precision and poor repeatability of duplicates from this resample
programme. In Optiro’s opinion the repeatability and precision of these duplicates does not demonstrate a high level of confidence. However, the small number of samples
does not in Optiro’s opinion provide definitive evidence of issues with the duplicate repeatability. Optiro notes that consideration for differing sample volumes i.e. manually
split half core (versus) sawn quarter core needs to be taken into account when reviewing duplicate analysis results. As such, whilst Optiro recommends that First Mining
needs to review the performance of the Coventry resample programme further, Optiro considers these results to be adequate for resource estimation.
Optiro has identified 249 blanks submitted by Coventry as part of its resample programmes in 2010 and 2011. Of the 249 blanks submitted four returned grades above 0.03 g
/t Au. This represents a failure rate of less than 2%. Optiro considers these results to be adequate for resource estimation.
60
Optiro identified 236 standards submitted by Coventry as part of its resample programmes in 2010 and 2011. Of the 236 standards submitted, 10 different Certified Reference
Material (“CRM”) standards with gold grades ranging from 0.38 g/t to 7.97 g/t Au were used during the Coventry resample programme. A total of 55 gold standards fall
outside three standard deviations which represents a failure rate of approximately 23%. When graphed, it is evident that a large number of the standard failures are potential
sample swaps (i.e. incorrect standard labelling or blanks labelled as a standard). However, due to the close gold grades of a number of standards, it is not possible to determine
with 100% accuracy what the actual standard ID might be.
Optiro does not know whether Coventry resubmitted all failed batches for re-analysis.
Optiro considers that the sample swaps should be rectified in the database so that the QA/QC performance is representative of the performance of the standards. In taking
these into account, Optiro considers that the CRM assay performance is adequate for estimation.
As part of their 2010 to 2012 drilling programmes, Coventry submitted standards, duplicates and blanks as part of their quality control program.
The blank material was obtained from a granite quarry and whilst not certified, was considered by Coventry to be sufficiently homogenous and unmineralized to act as barren
material. Of the 921 blanks submitted eight (8) returned grades above 0.03 g /t Au. This represents a failure rate of less than 2%. These failures were reviewed at the time by
Coventry and were considered to be potential laboratory contamination issues. Optiro considers these results adequate for resource estimation.
Of the 921 standards submitted, six were recorded as have grades of -99. Optiro removed these standards from the database prior to any further analysis. A total of 12
different CRM standards with gold grades ranging from 0.69 g/t Au to 7.97 g/t Au were used during the Coventry drill programs.
The provided database contained 901 quarter core duplicate samples collected by Coventry during the 2010 to 2012 drilling programmes. The duplicates demonstrate a
moderate correlation coefficient (0.83) indicating moderate repeatability of grades between paired samples.
The relative precision of a field duplicate dataset is determined by calculating the absolute difference between the two sample’s grades divided by the mean of the sample
pairs. Good or high precision suggests that the paired samples are consistent with each other, both samples have been well homogenised and that sample size (weight) is
adequate to be representative of the material collected from the drillhole. Poor or low precision suggests that the samples have been poorly prepared, have a high inherent
nugget, poor assaying, or are not large enough to be representative. Of the duplicates submitted to ActLabs, 74% of assays were within 5% precision, 76% within 10%
precision, and 78% within 15% precision.
Results from the scatter plot, precision plot, and relative difference plots highlight a moderate to poor precision and moderate to poor repeatability of duplicates from these
phases of drilling. Part of this could be due to the use of chisel vs. saw splitting, or the use of quarter vs. half core samples, which Optiro does not consider to be a true
representative duplicate sample when dealing with gold mineralisation. As previously stated, taking into account consideration for differing sample volumes (i.e. half core
versus quarter core), Optiro considers these results to be adequate for resource estimation.
61
In 2014, Chalice undertook a resampling program to provide additional confidence in the underlying drillhole sample assays results used for Mineral Resource estimation.
The samples selected were considered to be spatially representative of the majority of the Cameron Gold Deposit with an emphasis on near surface locations. A total of 492
pulps and 325 coarse rejects were selected from the existing drillholes within the following series:
● Historical holes – resample of pulp samples only
● Coventry 2010 holes – pulps and rejects
● Coventry 2011 holes – pulps and rejects.
The following is an overview of the pulp sampling program taken from the Chalice 2014 Report.
● Selected pulp samples were sent to AGAT Laboratories of Mississauga, Ontario – the Umpire Laboratory
● The samples were not re‐numbered given the sample sequence had never been seen by this laboratory
● The laboratory was requested to place an “A” prefix to the start of the sample number to distinguish these results from the original results.
● Standards and Blanks were included with these samples positioned in the same location sequence as in the original submission; a new Standard was placed in the
position of the original Standard (the original Standard sample being exhausted by the analytical process) whilst the Blanks were retained from the original
submissions.
The selected samples were renumbered (for disguise) and re‐submitted to ActLabs to preparation and analysis by the method adopted by Coventry and described in previous
reports.
Standards and Blanks were included with these samples positioned in the same location sequence as in the original submission; a new Standard was placed in the position of
the original Standard (the original Standard sample being exhausted by the analytical process) whilst the Blanks were retained from the original submissions.
Results from the pulp duplicate analysis indicates a good repeatability of pulps, while results from the coarse reject analysis illustrate that the average grade of the rejects is
4% lower than the original sample. Optiro was not provided with this data and as such has not been able to replicate these results.
Optiro considers the assay performance of the pulp and reject samples to provide good support for the representivity of the analytical results and for mineral resource
estimation.
In 2015, Chalice undertook two resampling programs of unsampled intervals within the Cameron Shear Zone. Optiro has based the following analysis of standards, duplicates
and blanks submitted as part of the 2015 resampling programs based on the coding in the provided database.
62
Of 1,608 blanks submitted during the 2015 resample program, 10 returned grades above 0.03 g/t Au. This represents a failure rate of less than 1%. Optiro considers these
results to be a good measure of the sample preparation process and acceptable for resource estimation.
Of 1,644 standards submitted, 10 were recorded as ‘sample consumed’. Optiro removed these standards from the database prior to any further analysis. A total of 9 different
CRM standards with gold grades ranging from 0.34 g/t Au to 7.97 g/t Au were used during the Chalice resample programmes.
A total of 144 gold standards fell outside of three standard deviations, which represents a failure rate of approximately 9%. The majority (but not all) of the failures appear to
be sample swaps (i.e. incorrect standard labelling or blanks labelled as a standard). In this program, Chalice did not resubmit failed batches for re-analysis but Optiro
recommends implementation of this protocol for future programs. In addition, Optiro notes the presence of what appears to be cyclic trends in the standard results. Further
investigation into these trends is recommended.
Of 1,629 quarter core duplicates submitted, one was recorded as having a grade of -99. Optiro removed this sample from the database prior to any further analysis. The
duplicates demonstrate a moderate correlation coefficient (0.79) indicating a moderate repeatability of grades between paired samples. Optiro notes there are a number of
original samples (43) with barren grade (<0.03 g/t Au) where the duplicate has returned gold grades ranging from 0.1 g/t Au to 2.42 g/t Au. Furthermore, there a number of
duplicate samples (47) of barren grade with an original grade ranging from 0.1 g/t Au to 3.1 g/t Au, suggesting that there are potentially sample swaps.
The relative precision of a field duplicate dataset is determined by calculating the absolute difference between the two sample’s grades divided by the mean of the sample
pairs. Good or high precision suggests that the paired samples are consistent with each other, both samples have been well homogenised and that sample size (weight) is
adequate to be representative of the material collected from the drillhole. Poor or low precision suggests that the samples have been poorly prepared, have a high inherent
nugget, poor assaying, or are not large enough to be representative. Of the duplicates submitted to ActLabs 86% of assays were within 5% precision, 87% within 10%
precision, and 88% within 15% precision.
Results from the scatter plot, precision plot, and relative difference plots highlight a moderate precision and a moderate repeatability of duplicates from these resampling
programs.
Based on the good correlation coefficient and moderate repeatability performance of the duplicate samples Optiro considers the results from the Chalice 2015 resampling
program to be acceptable for use in a Mineral Resource estimate.
Aside from the pulp resample programme undertaken by Chalice in 2014, Optiro is unaware of any additional umpire duplicate sampling that has taken place at Cameron
Project.
Data verification has been carried out by the author to verify the following elements:
● Deposit location and geology confirmed by site visit to view outcrop exposures, drill core samples and photographs of drillcore;
● Drill collar locations and grid co-ordinates verified by GPS check of randomly selected drillhole co-ordinates;
● Downhole survey deviation compared on an random selection of drillholes;
63
● Quantum of stated mineralisation supported by independent sampling of mineralization; and
● Assay integrity verified by sample QA/QC analysis, no significant bias identified.
Primary source data (surveys, downhole survey information, assay certificates) checked against database for errors and no material issues identified.
The results of the data validation process have verified the accuracy and integrity of the information provided by Chalice. It is Optiro’s opinion that the Cameron database is
acceptable for the purpose of mineral resource estimation.
Mineral processing and metallurgical testing
A number of preliminary metallurgical studies have been carried out on samples from the Cameron Property from 1985 to the present. Multi-element geochemical assays of
the samples from the drillholes drilled between 2010 and 2012 have indicated that concentrations of deleterious elements (such as sulphur) are not significant.
Metallurgical test work carried out on samples representative of the style of mineralization at the Cameron Gold deposit showed that recoveries of 92% to 93% were returned
from direct cyanidation of samples ground to 75 lm. The results also showed that the recoveries were grind sensitive with maximum recoveries at a P80 grind size in the range
53 to 75 lm. An alternative processing regime of sulphide flotation (mainly pyrite), regrind of flotation concentrate followed by intensive cyanidation of flotation concentrate
and flotation tailings provided gold recoveries marginally higher than direct cyanidation. At a grind size of 75 lm the optimum leach time was approximately 24 hours.
Test work completed in 2013 by the Vancouver branch of SGS used a composite sample taken from 17 drillhole intersections from 14 separate drillholes at the Cameron
Project. Comminution tests indicated that:
● rod and ball mill bond work indices are low;
● moderate abrasion index within typical ranges for dolerite-basalt material; and
● JK breakage parameters indicating the material is highly competent.
Gravity recoverable gold is typically around 25% with no improvement in overall recovery after gravity recovery with cyanidation of the gravity tails. Test work carried out in
2014 showed that cyanide in leach processing at a P80 of 75 lm would recover 92.5% of gold with a cyanide usage of 0.2 kg/t and lime usage of 1.2 kg/t. This result was an
improvement on direct cyanidation in terms of reagent usage with a lower recovery (92.5% vs. <95% cyanidation). No processing issues or deleterious elements have been
identified that could have a significant effect on potential mineral extraction in metallurgical test work completed to date.
64
Mineral resource estimates
The Mineral Resource estimates for the Cameron Deposit have been generated from drillhole sample assay results. The interpretations are based on an integrated 3D
geological model that defines the relationships of the geological elements at the Cameron Property. The interpreted mineralization wireframes (using a nominal 0.4 g/t Au,
and 0.25 g/t Au cut-off grade for low grade domains) have been used to constrain gold grade estimates. There are eight mineralization domains that are split into two global
areas – ‘northern’ and ‘southern’, with the separation defined by a set of northwest (grid) striking quartz feldspar porphyry (“QFP”) dykes. The southern domain is the most
strongly mineralized. The stronger mineralization is attributed to being dominantly mafic hosted with an inflection point in the Cameron Lake Shear Zone and resultant
dilation zone defined by north-south striking hangingwall and footwall QFP dykes.
Block grade estimation parameters have been defined on the basis of geology, drillhole spacing and through geostatistical analysis of the data. Top-cut 1.0 metre composite
samples informed the block grade estimate by ordinary kriging (“OK”) into a panel size of 5 mE by 10 mN and 5 mRL, which is considered appropriate for the distribution of
sample data and the deposit type. Sub-celling of the parent cells to 0.625 mE by 2.5 mN and 1.25 mRL was enabled to ensure good volumetric correlation with the
mineralization wireframes.
The Mineral Resource estimates have been classified by the geological understanding, data spacing, block proximity to sample locations, underground development and
confidence in the block model grade estimate. The Mineral Resource estimate has been reported in accordance with the Standards on Mineral Resources and Reserves of the
Canadian Institute of Mining, Metallurgy and Petroleum 2014 Definition Standards.
The Mineral Resources have been reported using the constraints and cut-off grades specified in the tabulations below. The Mineral Resource is tabulated in Table A for
Measured and Indicated Mineral Resources and in Table B for Inferred Mineral Resources.
Table A – Measured & Indicated Mineral Resource statement as at January 17, 2017
Mineral Resource Classification
Measured Mineral Resource
Indicated Mineral Resource
Measured + Indicated
Mineral Resource Classification
Measured Mineral Resource
Indicated Mineral Resource
Measured + Indicated
TOTAL MEASURED + INDICATED
Open-Pit Constraint
Within US$1,350 open-pit shell
Within US$1,350 open-pit shell
Gold cut-off (Au g/t)
0.55
0.55
Underground Constraint
Below US$1,350 open-pit shell
Below US$1,350 open-pit shell
Gold cut-off (Au g/t)
2.00
2.00
Tonnes
2,670,000
820,000
3,490,000
Tonnes
690,000
1,350,000
2,040,000
5,530,000
Gold g/t
2.66
1.74
2.45
Gold g/t
3.09
2.80
2.90
2.61
Gold (Ounces)
228,000
46,000
274,000
Gold (Ounces)
69,000
121,000
190,000
464,000
65
Table B – Inferred Mineral Resource statement as at January 17, 2017
Mineral Resource Classification
Inferred Mineral Resource
Mineral Resource Classification
Inferred Mineral Resource
TOTAL INFERRED
Open-Pit Constraint
Within US$1,350 open-pit shell
Underground Constraint
Below US$1,350 open-pit shell
Gold cut-off (Au g/t)
0.55
Gold cut-off (Au g/t)
2.00
Tonnes
35,000
Tonnes
6,500,000
6,535,000
Gold g/t
2.45
Gold g/t
2.54
2.54
Gold (Ounces)
3,000
Gold (Ounces)
530,000
533,000
The Measured and Indicated Mineral Resources are defined in the areas of the deposit that have the highest drilling density along with underground development that has
exposed and sampled the deposit on three levels of drift development.
Recent developments
On December 9, 2020, First Mining completed a transaction with Metalore pursuant to which it acquired from Metalore the East Cedartee claims which are located between
the Cameron claim block (which includes the “Cameron Gold Deposit” that hosts the current Mineral Resource on the Cameron property) and the West Cedartree claim block
(which includes the Dubenski and Dogpaw deposits on the Cameron property). The acquisition of the East Cedartree claims consolidates First Mining’s land holdings at
Cameron into a single contiguous block and adds a further 3,200 hectares to the 49,600 hectares that First Mining already holds in the district, making a total of 52,800
hectares for the entire property. The property area for the Cameron Project is now comprised of 2,002 mining claims, 24 patents, 4 mining leases and 7 licenses of occupation.
Under the transaction, as consideration for the acquisition of the East Cedartree claims, First Mining paid Metalore $3,000,000 in cash, and issued 3,000,000 common shares
of First Mining to Metalore (with such shares subject to a statutory hold period of four months plus one day from closing of the transaction). The East Cedartree claims
contain an existing Mineral Resource estimate that was prepared in accordance with NI 43-101 and they encompass a highly favourable geological setting for new gold
discoveries in close proximity to the existing known deposits at First Mining’s Cameron and West Cedartree properties.
66
Pickle Crow
Technical report
The description in this section of our Pickle Crow gold project (the “Pickle Crow Project”) is based on the project’s technical report: An Updated Mineral Resource Estimate
for the Pickle Crow Property, Patricia Division, Northwestern Ontario, Canada (dated June 15, 2018) (the “Pickle Crow Technical Report”). The report was prepared for us
by Micon International Limited in accordance with NI 43-101 under the supervision of B. Terrence Hennessey, P.Geo., a Qualified Person within the meaning of NI 43-101.
The following description has been prepared under the supervision of Hazel Mullin, P.Geo., who is a Qualified Person within the meaning of NI 43-101, but is not
independent of us.
The conclusions, projections and estimates included in this description are subject to the qualifications, assumptions and exclusions set out in the Pickle Crow Technical
Report, except as such qualifications, assumptions and exclusions may be modified in this AIF. We recommend you read the Pickle Crow Technical Report in its entirety to
fully understand the project. You can download a copy from our SEDAR profile (www.sedar.com), or from our website (www.firstmininggold.com).
Project description, location and access
The Pickle Crow Property is located in northwestern Ontario about 400 km north of Thunder Bay and approximately 11 km east of the town of Pickle Lake. The Pickle Crow
Property is centred at approximately 51º 31’ North latitude and 90º West longitude in NTS map area 52O/11.
The Pickle Crow Property can be reached from the city of Thunder Bay by proceeding westerly on the paved TransCanada Highway (Highway 17) for approximately 245 km
to the town of Ignace and then northward on paved Provincial Highway 599 approximately 290 km to the town of Pickle Lake. From Pickle Lake, access to the Pickle Crow
Property is along a good gravel road that connects to Highway 599 near the village of Central Patricia. The western boundary of the Pickle Crow Property is 6.5 km from the
turn off at Highway 599. The total road distance to the Pickle Crow Property from Thunder Bay is approximately 545 km.
In 2011, the Pickle Crow Property consisted of 98 contiguous patented mining claims covering a surveyed area of 1,583 ha. On August 6, 2014, an additional 8 patented
mining claims were acquired from Frontline Gold Corporation (“Frontline”) which increased the total property area to 1,712 ha. Additional property acquisitions, including
28 claims from Metalcorp Limited (“Metalcorp”), increased the number of unpatented mining claims to 88, covering an area of approximately 14,048 ha. The original
unpatented ‘legacy’ claims were converted into the new Ontario cell claim system in April 2018 and the current property is made up of 482 mining claims and 106 patented
claims, and now covers an area of approximately 19,000 ha. The claims are located in Connell, McCullagh and Ponsford Townships as well as the Atik Lake, Collinshaw
Lake, Dona Lake, Firstloon Lake and Tarp Lake Areas, in the Patricia Mining Division, northwestern Ontario.
Through our wholly-owned subsidiary, PC Gold, we are party to a 99 year mining lease (the “Mining Lease”) with Teck Resources Limited (“Teck”). The Mining Lease
encompasses the original 98 patented claims of the Pickle Crow property, and it expires on July 31, 2067. The Mining Lease requires payment of $1.00 per year which has
been prepaid in full in advance. Registered ownership of mineral rights and surface rights for the Pickle Crow patented claims is held by Teck as ‘fee simple, absolute’, the
highest level possible.
Our leasehold interest in the original 2008 Pickle Crow Property is additionally subject to two NSRs totalling 1.25% that are payable upon the commencement of commercial
production. We have the option of purchasing these royalties.
The 8 patented claims and a further 5 unpatented claims acquired from Frontline are subject to a 2% NSR royalty in favor of Frontline, one half of which may be purchased
by the Company at any time for $1 million. This NSR is only payable upon the commencement of commercial production.
67
Certain of the claims acquired from Metalcorp are subject to a 2% NSR royalty in favour of Metalcorp one-half of which may be purchased by the Company at any time for
$2 million. The balance of the claims are subject to a 1% NSR royalty in favour of Metalcorp, one-half of which may be purchased by the Company at any time for $1
million, and a 1% NSR royalty in favour of each of two individuals (for an aggregate 2% NSR), one-half of which may be purchased by the Company at any time for $1
million. The consideration for the NSR royalties may be paid in cash or, at the option of the Company, in common shares of the Company, valued by reference to the market
price of the Company's common shares prevailing on the date on which the Company becomes obligated to pay such consideration.
Fourteen unpatented claims belonging to the property known as 'Pickle Lake #6' are subject to a 2% NSR royalty payable to Cadillac Ventures Inc. (“Cadillac”). The
Company has the option to acquire one-half of the 2% NSR royalty within 3 years of the commencement of commercial production on the Pickle Lake #6 claims by paying to
Cadillac $1 million.
The mining claims in the Pickle Crow Property are subject to annual assessment work requirements to keep them in good standing.
All phases of our exploration activities on the Pickle Crow Property are subject to environmental regulation. These regulations mandate, among other things, the maintenance
of air and water quality standards and land reclamation and provide for restrictions and prohibitions on spills, releases or emissions of various substances produced in
association with certain exploration and mining industry activities and operations. They also set forth limitations on the generation, transportation, storage and disposal of
hazardous waste. A breach of such regulations may result in the imposition of fines and penalties. In addition, certain types of exploration and mining activities require the
submission and approval of environmental impact assessments.
The Pickle Crow Property has, over the course of the past two decades, been subject to several environmental studies which examined, among other things, water quality and
its impact, if any, on the health of aquatic populations in the watershed encompassing it. These preliminary studies indicate that in spite of the history of mining on the Pickle
Crow Property, including a significant volume of historical tailings sitting in four tailings basins on surface and extensive areas of flooded mine workings, water quality
samples generally meet provincial water quality standards. This appears to be due in part to the generally low sulphide content and natural buffering effect of the carbonate
minerals found in the vein ore historically mined.
History
The Pickle Crow deposit was originally discovered in the early 1930s and commercial production at the mine began in 1935. The Pickle Crow mine operated until 1966
during which time it produced 1,446,214 troy ounces of gold and 168,757 troy ounces of silver from 3,070,475 tons of ore milled (at an average grade of 0.47 oz./t or 16.14
g/t). The Pickle Crow Property sat dormant from 1966 to the late 1970s.
In 1979, a VLF-EM (very low frequency-electromagnetic) geophysical survey of the Pickle Crow Property was performed and 47 surface diamond drillholes for 7,356 m
were drilled. The only known soil geochemical survey done on the Pickle Crow Property was completed in 1983. The samples were collected along the same cut grid lines as
used for the VLF-EM survey. Soil values ranged from 10 to 12,000 ppb, with the high values attributed to the mine tailings and thought to be cultural anomalies.
68
Between 1985 and 1987, the most extensive exploration program on the Pickle Crow Property since its closure and up to that time was completed. The program consisted of
line-cutting, magnetometer and induced polarization geophysical surveying, geological mapping, surface trenching, diamond drilling and environmental baseline studies. In
total, 286 surface diamond drillholes drilled for 46,189 m and 79 underground diamond drillholes for 9,341 m which were completed between 1985 and 1988. Following
completion of the program, all shafts, ventilation raises and other surface openings were capped with concrete in 1989 after an estimated $9.2 million was spent on the Pickle
Crow Property. Two historic (non-NI 43-101 compliant) resource estimates were commissioned, one in April of 1988 and a second in December of 1988.
A total of four surface diamond drillholes for 2,287 m were drilled in the fall of 1998. An additional 18 surface diamond drillholes were completed in 1999 for 2,173.5 m.
Between 1999 and 2001, two bulk samples were taken from the No. 5 Vein and No. 1 Vein crown pillars respectively.
In 2002, the building of a 225 t/d extreme gravity mill was commenced on the site, a partially complete production closure plan was submitted to the then MNDM and
construction of a tailings management facility within the historic Pickle Crow tailings area began. Stockpiling of material mined from the historic No. 1 Vein shaft and crown
pillar area in the summer of 2002 also commenced.
On May 13, 2008, PC Gold acquired its interests in the Pickle Crow Property. It then launched an exploration program in conjunction with the staking of surrounding
unpatented claims which now define the boundaries of the current Pickle Crow Property.
Geological setting, mineralization and deposit types
The Pickle Crow Property lies within the Pickle Lake greenstone belt, part of the Uchi Subprovince, which is within the Superior Province of the Canadian Shield. The Pickle
Lake greenstone belt comprises an approximately 70 km long by 25 km wide area of supracrustal rocks and internal granitoid plutons surrounded by large granitoid
batholiths.
The supracrustal rocks have been deformed and metamorphosed to greenschist facies with amphibolite facies occurring in the thermal aureoles of younger plutonic bodies.
The Pickle Lake greenstone belt is subdivided into four tectono-stratigraphic assemblages including:
● The Pickle Crow assemblage.
● The Kaminiskag assemblage (not present on the Pickle Crow Property).
● Unnamed Temiskaming-like assemblage.
● The Confederation assemblage.
On the Pickle Crow Property, the Pickle Crow assemblage is dominated by tholeiitic basalts with intercalated sediments (primarily banded iron-formation, sometimes referred
to as BIF), and rare calc-alkaline volcanic and volcaniclastic units. The assemblage occupies the northwestern part of the greenstone belt and is interpreted to be
unconformably overlain by the Confederation assemblage.
69
Gold mineralization on the Pickle Crow Property is orogenic in nature and occurs in complexly folded and sheared, mainly tholeiitic, volcanic rocks of the Pickle Crow
assemblage near its contact with calc-alkaline volcanic/volcaniclastic rocks of the Confederation assemblage. Host rocks for the mineralization include tholeiitic lavas,
banded iron formation, intermediate volcanic/volcaniclastic rocks and quartz feldspar porphyry. Gold occurrences on the Pickle Crow Property are associated with four styles
of mineralization:
● Narrow, high-grade gold-scheelite-bearing quartz veins, which were the main source of gold produced at the Pickle Crow mine from 1935 to 1966.
● Iron formation-hosted gold mineralization adjacent to vein structures. The iron formation contains stringers and discontinuous lenses of quartz and the iron-bearing
minerals have been replaced by sulphides. Both quartz and sulphides are gold- mineralized. Only a limited amount of this type of material was processed at the
Pickle Crow mine. However, iron formation-hosted gold was the main ore type at the adjacent Central Patricia mine to the southwest.
● Shear zone-hosted gold mineralization consisting of complex wide zones of intense shearing and alteration which are intimately associated with the intrusion of the
Albany porphyry and characterized by disseminated pyrite, discontinuous quartz veining and sulphidation of interflow iron formation.
● Arsenopyrite-associated gold mineralization which typically occurs as disseminated to semi-massive arsenopyrite and quartz-arsenopyrite stockworks hosted by iron
formation but can be also found, to a lesser extent, in shear zones and/or quartz veins in volcanic rocks. Similar arsenopyrite-rich iron formation-hosted gold was the
main ore type at the adjacent Central Patricia mine.
We consider the gold occurrences in the Pickle Lake mining camp to be classical examples of deposits grouped under the descriptive model of Archean low-sulphide gold-
quartz veins. This deposit type is also known as shear- zone-hosted gold, Archean quartz-carbonate vein gold deposits, Archean lode gold, Archean mesothermal gold or
orogenic gold.
Exploration
In 2007, sourcing and compilation of available historical data was started.
In October 2007, a total of nine samples were collected from the Pickle Crow Property. Two types of samples were obtained on a spontaneous and random basis: eight field
duplicate split core samples from a series of drillholes that are stored at two locations on the Pickle Crow Property and one composite chip channel sample taken from the
outcropping one vein in its bulk sample pit.
Starting in the spring of 2008 PC Gold commenced an extensive exploration program consisting of locating historical drill collars with a differential GPS; surveying historical
shafts; reconnaissance geological mapping and relocating historical trenches; limited channel sampling and mapping of historical trenches and diamond drilling of 33 holes
with up to 2 rigs totalling 8,638 m in the core mine trend to confirm historical holes. This program confirmed the results of historical drillholes and provided confidence in the
digital database.
70
Field exploration was renewed in the spring of 2009 with a focus continuing on the core mine trend. This exploration program consisted of diamond drilling of 34 holes with
up to 3 rigs totalling 14,308 m; shallow drilling targeting; U-Pb age dating of detrital zircons from two samples; line cutting (114.9 km) on the core mine and Cohen-
MacArthur trends; a Titan IP (71.45 line-km, 80.25 km with current extensions) and ground magnetometer survey (110 line-km); and prospecting with a focus on the Cohen-
MacArthur trend. The most significant results of the 2009 program were the discovery of Conduit Zone 1, the discovery of Pickle Crow type high-grade veins hosted in
intermediate volcanic rocks and gabbro of the Confederation assemblage (Confederation veins), possibly representing surface expression of a vein, the identification of
Temiskaming-like sediments in the core mine trend, and the identification of the Cohen-MacArthur trend by geophysics.
In 2010, exploration continued with the focus remaining on the core mine trend but expanding to include the Cohen-MacArthur trend. The exploration program consisted of
diamond drilling of 106 holes with up to 4 rigs totalling 35,545 m, including helicopter supported drilling; and trenching program consisting of 9 trenches totalling
approximately 32,000 m2 including 1,707 channel samples. The most significant results of the 2010 program were the discovery of the no. 19 vein, the Kawinogans Zone and
the Central Pat East Zone and the extension of the No. 1 Vein 700 m below the historical workings. The No. 20 and 21 Veins were also discovered.
The exploration program continued in Q1 2011 with drill testing of the core mine but with a focus on regional targets along the Cohen-MacArthur trend. The exploration
program consisted of diamond drilling of 11 holes with up to 3 rigs, totalling 4,476 m; 881.4 line-km of 50-m spaced helicopter borne AeroTEM and magnetometer surveys;
and completion of baseline water sampling and sampling of stockpiled high and low grade ore for finalizing the closure plan. Significant results of the 2011 exploration
program include the expansion of the Central Pat East Zone as a possible near surface, bulk tonnage target and the continued expansion of the No. 19 Vein.
On April 18, 2011, PC Gold announced a 1.26 million ounce NI 43-101-compliant Inferred Mineral Resource, audited by Micon International Limited (“Micon”), which
triggered the preparation of the Pickle Crow Technical Report.
Drilling
Since acquiring the Pickle Crow Property in early May 2008, PC Gold has conducted an aggressive diamond drill program designed to confirm and expand the historic
resources and make new discoveries. The most prominent of these new discoveries was the No. 19 Vein with 15.95 g/t Au over 0.70 m. Follow-up intercepts of the zone
included 43.28 g/t Au over 13.13 m and are considered by PC Gold to represent the most significant discovery since the closure of the mine in 1966. Other discoveries
include the Conduit Zones in the Albany Shaft area and the Central Pat East Zone along the Cohen-MacArthur trend.
A total of 184 holes totalling 62,968 m were drilled on the Pickle Crow Property between June 2008 and March 12, 2011. Drilling was completed in three phases as described
above.
All holes were drilled with NQ-sized core (47.6 mm) with the exception of 9 BQ Thin Wall holes (40.7 mm) drilled.
The bulk of the PC Gold holes were drilled in the core mine trend with the second largest concentration along the Cohen-MacArthur trend. Several new mineralized zones
were intersected. Other newly discovered zones include the No. 20 and 21 Veins, the Confederation Veins, and the Kawinogans Zone. Significant extensions to known zones
include extending the No. 1 Vein at Shaft 1 to 1,500 m depth and the intersection of abundant quartz veining beneath the workings of Shaft 3 which is interpreted to be the
extension of the No. 6 and 7 Veins.
The drilling program has extended several known zones and outlined new discoveries. These include high grade, narrow vein targets and more disseminated bulk tonnage
targets which may be amenable to open pit or underground bulk mining.
71
Since 2011, 173 new holes have been drilled totalling 35,840.4 m. The 2011 to 2014 drilling concentrated mainly on the core mine trend and postulated eastward extensions
of the Central Patricia trend. The principal targets on the core mine trend were the No. 1 and No. 5 Veins and the BIF.
First Mining completed small diamond drill programs in 2016 and 2017 to meet the annual assessment work requirements for the Pickle Crow Property. The fall 2016
program was centred on selected targets in the core mine trend from the No.1 Shaft to the Crowshore shaft, and consisted of 9 holes totalling 1,318 m. The winter 2017 drill
program was designed to test the potential westward extension of the core mine trend and consisted of 6 holes, totalling 1,254 m.
Sampling, analysis and data verification
Two types of sample collected by PC Gold during exploration of the Pickle Crow Property were used in the preparation of the Mineral Resource estimate presented in the
Pickle Crow Technical Report, channel samples from trenches and diamond drill core. Sampling procedures remained the same after the previous 2011 Mineral Resource
report.
Channel Samples – Collection of the trench channel samples was completed after the trenches were excavated, washed and mapped. Channel sampling was performed
utilizing a Stihl ‘quick-cut’ rock saw. Two continuous parallel cuts were sawn approximately 5 cm apart and approximately 5 cm deep, with the rock in between then chipped
out using a chisel. Sample lengths varied between 0.3 and 2.0 m averaging 0.90 m. Each sample was placed in a thick plastic bag with the sample number clearly written on
the outside of the bag with permanent marker and with one portion of a three-part sampling ticket placed inside. Each sample was sealed with a cable strap. The location of
the samples was noted in the sample book and on the trench map. Aluminum tags with etched sample numbers were hammered into the cross cuts, using cement nails, at the
beginning of each sample interval for a permanent record on the trench. Once collected, the samples were bagged and shipped as per the sample shipment procedures
described below, with the exception that all channel samples were shipped to AGAT Laboratories Ltd. (“AGAT”) of Mississauga, Ontario.
Diamond Core Logging and Sampling – NQ diameter (47.6 mm) drill core was logged, then sawn in half using diamond bladed saws at the secure logging/core-cutting
buildings onsite, under the overall supervision of the logging geologists. The core was sawn in half following a sample cutting line determined by the geologists during
logging. After cutting, one half of the core was bagged, labelled and sealed with a zip tie or staples after one part of the three-part sample tag was placed inside. The second
part of the sample tag was stapled into the core box at the beginning of each sample. The third part of the tag was kept in the sample tag book as a permanent record. The
remaining half core was placed in core boxes to serve as a permanent record and stored in a secure onsite facility. All samples were shipped from the site in a locked wooden
crate with security tags. The samples were transported via Manitoulin Transport to laboratory preparation facilities in Thunder Bay, Ontario for crushing, pulverization and
pulp preparation. In 2008, samples were shipped to ALS Chemex’s (“ALS”) facility in Thunder Bay. In 2009 and 2010, samples were sent to Accurassay in Thunder Bay.
Once the core/channel samples were cut, bagged and sealed with zip ties or staples, ten samples were put into a larger rice bag, which was then sealed with a secure,
numbered security tag. The security tag numbers were recorded along with the corresponding samples within the bag, and then shipped in the locked wooden crates to the
laboratory. Once they arrived at the laboratory, the security tags and corresponding samples were recorded again by the laboratory and emailed back to the PC Gold field site
for confirmation. Prior to shipment the sample bags were stored in a locked building onsite. The site was always occupied during exploration. No samples were left at the
project site during field breaks.
A total of 5,797 drill samples, which include QA/QC samples (i.e. duplicates, standards and blanks) were submitted to ALS in 2008 for analysis. A total of 42,392 drill
samples, including QA/QC samples, were submitted to Accurassay in 2009 and 2010 for analysis. A total of 1,577 channel samples, including QA/QC samples, were
submitted to AGAT in 2010 for analysis.
72
For the analysis of Pickle Crow Property drill core samples, ALS was chosen as the primary laboratory in 2008. Accurassay was chosen as the primary laboratory for drill
core samples in 2009 and going forward.
In 2008, samples were crushed and prepared at ALS’ facilities in Thunder Bay, Ontario and sample pulps were shipped to its North Vancouver, British Columbia laboratory
for analysis. ALS’ facilities in Thunder Bay are certified to ISO 9001. The laboratory in North Vancouver is accredited to ISO 17025 for gold fire assay by atomic absorption
and gravimetric finish as well as four-acid multi-element analysis by ICP and MS. In 2009 and 2010, samples were crushed, prepared and analyzed at the Accurassay facility
in Thunder Bay, Ontario. Accurassay is accredited to ISO 17025 for gold by fire assay with atomic absorption finish. The trench channel samples were assayed at AGAT in
Mississauga, Ontario. AGAT is accredited to ISO 17025.
All samples sent to ALS for analysis were prepared using a jaw crusher, which was cleaned with compressed air between samples, resulting in 70% of the sample passing
through a 10 mesh screen. A 1,000 g split of the crushed sample was then pulverized to 85% passing a 200 mesh screen. All samples sent to Accurassay for analyses were
prepared using a jaw crusher, which was cleaned with a silica abrasive between samples, resulting in 90% of the sample passing through an 8 mesh screen. A split of the
crushed sample weighing 1,000 g was then pulverized to 90% passing a 150 mesh screen. AGAT’s sample preparation procedures include crushing to 75% passing 2 mm and
pulverizing to 85% passing 75 µm.
For all three laboratories, the prepared sample pulps were analyzed for gold by fire assay using 50-g sample charge with AAS finish. If the returned assay result was equal to
or greater than 5 g/t then the sample was reassayed by fire assay with gravimetric finish. All samples greater than 10 g/t, and any samples suspected of nugget gold (quartz
veins) were additionally sent for pulp metallics analysis using the remainder of the pulp (~950 g of sample).
PC Gold has completed bulk density measurements on 2,602 samples of mineralized and unmineralized diamond drill core, and select grab samples from “ore” stockpiles
onsite from the Pickle Crow mine. Of these, 1,918 measurements were used in the calculation of average specific gravity for the Pickle Crow Property. During a review of the
data, 684 measurements were discarded due to laboratory errors that produced unrealistic specific gravity values.
Diamond drillhole data and trench data were stored in Excel spreadsheets. These can easily be imported into Microsoft Access database software and used in many resource
estimation/mine planning software packages. We also use Gemcom software to evaluate drill results and has the finalized data stored in Microsoft Access. Excel is used to
manage the data and QA/QC program.
The Pickle Crow Project QA/QC program includes the use of crush duplicates, ¼-split drill core (field duplicates), the insertion of certified reference materials including low,
medium and high-grade standards and coarse blanks. This is accomplished by inserting the QA/QC samples sequentially in the drill core sample numbering system. One set
of the four QA/QC types were inserted every 30 samples, consisting of 1 crush duplicate, 1 quarter-split field duplicate, 1 standard (alternating between a low, medium and
high standard), and 1 blank. This resulted in approximately every seventh sample being a QA/QC sample.
Sample assay results are evaluated through control charts, log sheets, sample logbook and signed assay certificates to determine the nature of any anomaly or failure.
Identified failures are re-assayed by the laboratory at which the failure occurred until a cause of the failure and correct analysis is obtained. Check assaying is also conducted
on approximately 1 in every 20 samples. The pulps are re-numbered with new, sequentially-inserted QA/QC samples and sent to a second ISO certified laboratory (ActLabs
of Ancaster, Ontario).
73
Approximately 1 out of every 20 samples for the Pickle Crow Project was submitted to a second laboratory, ActLabs, an ISO 17025 certified laboratory with a sample
preparation and analytical facility in Ancaster, Ontario. The assaying protocol used is similar to ALS and Accurassay’s using fire assaying with a 50-g charge and AAS finish.
Samples above 3 g/t Au are re-assayed using a gravimetric finish, and above 10 g/t by pulp metallic methods. A total of 2,117 check samples were sent to Actlabs. Check
assays generally matched the value obtained by the original laboratory and the overall variation between laboratories was well within the natural variation of the sample
material as indicated by the field and crush duplicates.
During the October 2011 site visit, Micon did not complete any check sampling. Micon did examine surface exposures and stockpiles of mineralization from the No. 1 Vein
and No. 5 Vein. Visible gold was noted in the samples on the No. 1 Vein stockpile.
The final database was sent to Micon in early March 2011 for validation. Micon performed a thorough validation of the database and specifically performed a cross-check
validation of the assay table against assay results received directly from the laboratories in electronic form. The cross-check validation of the assay table described above was
possible only for the newer PC Gold-generated data which contained laboratory sample identification numbers.
Several minor problems were found and corrected, most of them located outside of the modelled zones. The problems were related to the fact that the majority of the database
was collected from historical data digitized from old paper logs.
It is Micon’s opinion that the Company and PC Gold have run an industry standard QA/QC program for the drillhole database and insertion of control samples into the stream
of core and channel samples for the Pickle Crow Project exploration program.
While certain minor discrepancies in survey data of old workings have been noted it has been determined they will only affect the precise location in space of the workings
and are not likely to materially affect the estimate of remaining volumes of mineralization. As such they are suitable for use in an Inferred Mineral Resource estimate.
Determination of Measured and Indicated Mineral Resources or Mineral Reserves in the future will require resolution of these minor discrepancies, likely by dewatering and
re-accessing the workings.
The historic drill data have been shown to be acceptable for use in a mineral resource estimate with appropriate application of assay top cuts as discussed above.
Mineral processing and metallurgical testing
The historic ore produced at the Pickle Crow mine presented no major milling problems.
Pickle Crow Mill, 1935-1966: The long since removed process plant for the Pickle Crow mine ran from 1935 to 1966. The 400 ton/day (360 t/d) mill recovered gold by a
combination of gravity/amalgamation and cyanidation. Overall gold recovery averaged slightly over 98%. When the mine closed in 1966 efficiency in the gravity section had
been improved to achieve as much as 60% of the total recovery.
74
1999-2002: In October 1999, prior to mining the first of two bulk samples, grab samples were collected from the surface exposures of the No. 5 Vein. These samples were
sent to ORTECH Inc. of Mississauga, Ontario for bottle roll leach tests. The bottle roll tests were conducted on minus 8 material assaying 53.2 g/t Au, and minus 100 mesh
material assaying 40.04 g/t Au. After 48 hours, 53.5% and 95.4% recoveries were achieved for the minus 8 and minus 100 mesh fractions respectively.
No. 5 Vein Crown Pillar Bulk Sample: In December 1999, a bulk sample from the No. 5 Vein crown pillar was mined and sampled, estimated to contain 9,500 tons (8,600
tonnes) averaging 0.38 oz./t Au (13.02 g/t Au) assuming a 3.0 ft. (0.91 metre) minimum mining width; cut to 1 oz./t and 25% diluted. The average grade of the resource block
was determined using a weighted average 9 drillhole and channel samples located inside the block. The bulk sample was carefully mined from a small open pit, with vein
material comprising an estimated 95% and wall rock dilution only 5% of the sample. The bulk sample was shipped to St. Andrews Goldfields Ltd. 1,300 t/day CIP (carbon-
in-pulp) gold process plant located at Stock Township near Timmins, Ontario for custom milling. The shipment was processed on December 21, 1999. The commercial
settlement was agreed upon at a recovered grade of 16.72 g/t Au (0.49 oz./t Au).
No. 1 Vein Crown Pillar Bulk Sample: A second phase of bulk sampling was initiated in 2000. 4,427 tonnes of material (over 90% from the No. 1 Vein) were trucked to the
Golden Giant mill near Hemlo, Ontario for custom milling. The custom milling flowsheet included secondary crushing, grinding, gravity concentration, leaching, CIP,
stripping, electrowinning and refining. The shipment was processed between December 4 and 10, 2000. The commercial settlement was agreed upon at a recovered grade of
16.72 g/t Au (0.49 oz./t Au). Prior to accepting the Pickle Crow Property bulk sample, laboratory metallurgical tests were completed to determine if the material could be
treated at the mill and if the tailings produced would have a negative environmental impact on the tailings basin. No environmental problems were noted. The test work
indicated that about 40% of the gold was recoverable with a single pass gravity Knelson concentrator. The remaining gold could be easily leached with cyanidation with an
optimum grind of 75% passing 200 mesh. Test work indicated that higher grinds could result in lower gold recoveries. Leach retention times of greater than 48 hours might be
required. An overall recovery of 98.4% was achieved in the tests.
No. 1 Vein Crown Pillar Bench Scale GRG & Leaching Test work: A set of five approximately 20 kg samples from the No. 1 Vein Crown Pillar bulk sample were submitted to
the Knelson Research and Testing Centre (“KRTC”) in Langley, British Columbia for gravity-recoverable-gold (“GRG”) and leaching testwork. These samples were sent
from the Golden Giant mine. The samples were received at the KRTC facility on July 3, 2001. The samples were weighed and logged prior to any processing. The primary
objective of this test work was to quantify the gravity recoverable gold content of the ore using a standard test. The secondary objectives were to determine the average head
grade of the sample and to perform cyanide leach tests on sub-samples of the final tails. A KC-MD3 laboratory scale Knelson Concentrator was utilized for the GRG test
work.
The procedure used for the KC-MD3 stage test was as follows:
● The samples were sorted by time and date into lots of approximately 20 kg.
● Each sample was screened at 10 mesh prior to the first pass through the KC-MD3 in order to prevent plugging. The oversize was saved and subsequently added into
the first grind.
● The ~20 kg test samples were processed through a 3” Laboratory Knelson Concentrator at a fluidization water flow rate of ~3.5 litres/min and at 60Gs.
● During the test, sub-samples of the tailings stream were collected for assays.
75
● At the end of the concentration stage, the concentrate was washed from the inner cone of the KC-MD3.
● The concentrate was panned to produce a pan concentrate and pan tailings (middlings) sample.
● The concentrate and tailings samples were labelled, dried, weighed and sent to an independent local lab for assaying.
● The tailings were re-ground two more times and steps 3 to 6 were repeated after each grind.
● During the final stage, an additional 2 kg sample of the tails was sub-sampled, dried and sent for cyanide leach test work.
● The remaining tails samples are being stored at the test facility.
This testing scheme is based on the philosophy that progressive size reduction allows the determination of gold liberated at finer grinds without over-grinding and smearing
coarse gold present in the initial sample.
Results indicate that the No. 1 Vein crown pillar samples have a very high gravity-recoverable gold content of 91.2% with a back-calculated head grade of 20.0 g/t Au. The
overall mass pull to the concentrate was 1.4%. The results indicate that the gold is fairly liberated in this particular material and is readily recoverable. Visible gold was
observed in all final concentrate samples.
Cyanide leaching was performed on sub-samples of the final GRG test tails.
The gold recoveries from leaching ranged from 93.5% to 95.4%. When the leach recoveries are combined with the gravity stage recoveries, the overall recoveries exceed 99%
for all samples. The final tailings assays were very low ranging from 0.09 to 0.11 g/t Au. Based on the encouraging bench scale GRG test results on the No. 1 Vein crown
pillar it was decided to commission the construction of a 225 tonne per day (~250 t/d) extreme gravity gold mill at Pickle Crow.
The concept of “extreme gravity” is a series of innovations that have resulted in a reintroduction of gravity recovery systems into the milling operations of most gold mines.
Traditionally, most gold milling circuits are designed around flotation and cyanidation requirements, with the gravity circuit being fit in where possible. Extreme gravity takes
the approach of optimizing the circuit in order to maximize recovery by gravity. In some cases gravity systems can achieve high enough recoveries to eliminate the need for
chemical systems such as cyanidation and flotation.
The benefits of extreme gravity include relatively low capital costs compared to conventional gold mills, reduced permitting, short project lead time, and much reduced
environmental issues with no use of cyanide or other chemicals. In addition, small plants can be modular and easily moved between locations.
Pickle Crow Tailings Bench Scale GRG & Leaching Test work: In September 2001, a composite sample from Tailings Area 1 was submitted to Lakefield Research of
Lakefield, Ontario for cyanide leach test work. The sample, a blend of oxidized (10%) and unoxidized (90%) tailings, was leached for 48 hours. In May-June, 2002, a set of
two approximately 8 kg composite samples from Tailings Area 3 were subjected to ‘gravity recoverable gold’ and cyanide leach test work. Composite A was made up of
auger drillhole sample material assaying >0.3 g/t Au and composite B material assaying <0.3 g/t Au. The GRG test work was performed by the Knelson Research and Testing
Centre in Langley, British Columbia and leach tests were conducted at Accurassay of Thunder Bay, Ontario.
76
Post 2011 Metallurgical Testing
After the completion of the previous 2011 Mineral Resource estimate, PC Gold completed some additional metallurgical testwork.
2012 Banded Iron Formation (BIF) Samples: Four samples ranging from approximately 40 to 100 kg were sent to SGS Lakefield in two batches in 2012. Samples BIF-1 and
BIF-2 were selected from Cantera’s low grade BIF stockpile, care was taken to select samples with minimal weathering. Samples BIF-3 and BIF-4 were collected from PC
Gold drill core from the No. 5 BIF zone. Sample BIF-3 represents the deepest intercept (approximately 1,100 m) to date on the No. 5 BIF zone. Samples were ground in a rod
mill and passed through a Knelson MD-3 concentrator, and the concentrate was then further treated by a Mozley table. Gravity tails then underwent bottle roll test
cyanidation.
Historically, the BIF-hosted mineralization was typically below the cut-off grade (8.57 g/t) of the historic Pickle Crow mine and thus was not mined in any significant
quantities. As such, is there is no documented metallurgical history. Anecdotal evidence from past workers at Pickle Crow suggest that their mill setup did not result in great
recoveries when processing BIF, however, what constitutes bad recovery in a mine where >98% recoveries were the norm is unclear.
Cantera performed one bench scale gravity test on the BIF which resulted in 87.6% recovery. PC Gold’s results do not support this; it could be that Cantera’s sample had a
high proportion of stringer high-grade vein material in it. PC Gold’s results (Table 13.9) indicate the BIF has poor gravity recoveries (average of 28.8% at 75 microns),
however, it has acceptable gravity plus cyanide recoveries (average 89.9%).
2013 High-Grade Vein Samples: In January 2013, PC Gold submitted two samples, each comprising approximately100 kg from Cantera’s high-grade stockpile from the
crown pillar of the No. 1 Vein, to SGS Lakefield (SGS), in Lakefield, Ontario. These consisted of a high-grade sample (HG) with a moderate amount of visible gold, and a
low-grade sample (LG) with no visible gold, the samples were of vein material only and care was taken to select unweathered material.
The results of SGS indicated that the HG sample returned a head grade of 198 g/t and the LG sample 33.4 g/t. The test was carried out by milling the samples using a rod mill
to three different grind sizes, approximately160, 90, and 60 microns and then passing them through a Knelson concentrator with a Mozley table finish.
PC Gold’s test work is on the low end of Cantera’s Knelson test work, PC Gold’s % recoveries were achieved with a single grind and pass through the Knelson, whereas
Cantera’s involved 3 passes through the Knelson and 2 stages of grinding.
Mineral resource estimates
The Pickle Crow Project resource estimate is divided into three distinct areas within the core mine trend: the Shaft 1 area, the Shaft 3 area and the Albany Shaft area. These
areas comprise three mineralization styles, high-grade narrow veins, iron formation-hosted and alteration-shear zone-hosted gold mineralization.
The Mineral Resources were estimated using kriging, where variograms could be modelled, and inverse distance cubed interpolation elsewhere. Based on the use of historic
drilling and the somewhat imprecise modelling of the underground workings, the resources have been classified as Inferred Mineral Resources under the CIM guidelines. The
resources were reported using a Whittle-optimized pit shell or at underground cut-off grades.
In 2016, Micon updated the Mineral Resource models for the No. 1 and No. 5 Veins and the BIF using new drilling completed since 2011. The No. 19 Vein block model was
adjusted so as to constrain interpretation to the Pickle Crow porphyry and then re-estimated. The No. 2 Vein block model had the crown pillar removed when it was
discovered to have been mined out. The newly discovered Vein 22/23 structure was modelled by Fladgate and that model was reviewed. Otherwise, the remaining vein
models are unchanged from 2011 but have been reported using different cut-off grades.
The resulting estimate of Inferred Mineral Resources for the Pickle Crow Project is presented in Table A below.
77
Table A – Estimated Inferred Mineral Resources for the Pickle Crow Project
Area
Zone
Host
Shaft 1
Shaft 3
Albany Shaft
BIF
BIF
No. 1 Vein
No. 5 Vein
No. 9 Vein
No. 11 Vein
No. 19 Vein
No. 2 Vein
No. 6 Vein
No. 7 Vein
No. 8 Vein
No. 12 Vein
No. 13 Vein
No. 22 Vein
No. 23 Vein
CZ1
CZ3
No. 15 Vein
No. 16 Vein
Mining
Method
Open Pit
Bulk Underground
Underground
Underground
Underground
Underground
Underground
Underground
Underground
Underground
Underground
Underground
Underground
Underground
Underground
BIF & Vein
BIF
Vein
Vein
Vein
Vein
Vein
Shaft 1 Total
Vein
Vein
Vein
Vein
Vein
Vein
Vein
Vein
Shaft 3 Total
Conduit-Style
Conduit-Style
Vein
Vein
Albany Shaft Total
Bulk Underground
Bulk Underground
Underground
Underground
GRAND TOTAL
Tonnes
1,887,000
5,297,000
594,000
362,000
148,000
21,000
186,000
8,495,000
96,000
160,000
54,000
55,000
14,000
112,000
31,000
165,000
687,000
168,000
22,000
49,000
31,000
270,000
9,452,000
Grade
(g/t Au)
1.3
3.8
6.1
8.0
7.4
6.0
9.1
3.8
8.9
7.9
5.5
8.0
11.7
6.2
5.4
7.0
7.3
4.9
2.7
4.5
6.0
4.8
4.1
Cut-off Grade
(g/t Au)
0.50
2.00
2.60
2.60
2.60
2.60
2.60
2.60
2.60
2.60
2.60
2.60
2.60
2.60
2.60
2.00
2.00
2.60
2.60
Contained Ounces
79,800
644,700
116,000
93,000
35,300
4,100
54,400
1,027,300
27,200
40,900
9,600
14,200
5,300
22,300
5,300
37,000
161,800
26,600
1,900
7,000
5,900
41,400
1,230,500
2014 CIM Definition Standards were followed for Mineral Resources.
Notes:
1. The Mineral Resource estimate is entirely classified as Inferred Mineral Resources.
2.
3. The Mineral Resource has been estimated using a gold price of US$1,300/oz.
4. High-grade assays have been capped. Each domain was capped with respect to their unique geology and statistics.
5. The Mineral Resource was estimated using a block model. Three dimensional wireframes were generated using geological information. A combination of
kriging and inverse distance estimation methods were used to interpolate grades into blocks of varying dimensions depending on geology and spatial distribution
of sampling.
6. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. There is currently insufficient exploration to define these
Inferred Mineral Resources as an Indicated or Measured Mineral Resource.
7. Mineral Resources have been adjusted for mined out areas. Small rib and sill pillars around old stopes have not been considered or reported.
8. Numbers may not add due to rounding.
78
Considering that a combination of current drilling, historic drilling and underground chip samples were used in the resource estimation, no particular common sample grid
exists. There also exists a known minor error in terms of sample location and the accuracy of the digitized underground workings. However, even though these known
inaccuracies exist, the grade and tonnage discrepancy caused by this margin of error is within reasonable doubt for an Inferred Mineral Resource and the estimate is reported
as such.
Recent activities
In November 2016 we commenced a diamond drilling program at our Pickle Crow Project with a focus on identifying new high-grade vein gold mineralization. In February
2017, we announced the results of this exploration drilling program. A total of nine holes comprising approximately 1,300 m were drilled.
The drill program targeted several shallow, high-grade vein and banded iron formation hosted targets in the core mine trend. The objective of the program was to test
extensions of known vein zones and discover new high-grade gold mineralization.
Highlights of Fall 2016 Drilling at Pickle Crow:
● Hole PC-16-306 intersected 1.28 g/t Au over 12.70 m including 15.14 g/t Au over 0.70 m in the middle vein zone of the No. 15 Vein.
● Visible gold was intersected in Hole PC-16-306 in the lower vein zone of the No. 15 Vein.
Gold mineralization was encountered in seven of the nine drillholes and visible gold was intercepted in the lower most vein zone of the No. 15 Vein structure. A 0.30 m
section of drill core from the lower vein zone which included the visible gold was not assayed as it was retained for display purposes, hence the reported intercept of 1.15 g/t
gold over 8.19 m excludes this interval and the 0.30 m section was included at zero grade.
Drill Hole Intercepts from Fall 2016 Drilling at Pickle Crow:
All assays were performed by Accurassay Laboratories of Thunder Bay, Ontario. Samples were analyzed by using 50 g fire assay with an atomic absorption finish. Samples
greater than 10 g/t or with visible gold were analyzed by 1,000 metallic analysis with a gravimetric finish. All assays reported are uncut. Reported widths are drilled core
lengths, and true widths are unknown at this time. Accurassay Laboratories is independent of First Mining and has no relationship with First Mining.
79
QA/QC Procedures
NQ diameter (47.6 mm) drill core was logged then sawn in half on-site, with one half bagged and labelled and the other half placed in core boxes to serve as a permanent
record and stored in a secure on-site facility. All samples were shipped from site via Manitoulin Transport to the Accurassay Laboratories facility in Thunder Bay, Ontario, for
crushing, pulverization and pulp preparation. Accurassay Laboratories is independent of First Mining and has no relationship with First Mining.
All samples sent for analyses were prepared using a jaw crusher, which is cleaned with compressed air between samples, resulting in 70% of the sample passing through a 10
mesh screen. A 1,000 g split of the crushed sample was then pulverized with 85% passing through a 200 mesh screen. Fire assays were performed using 50 g of samples with
assays equal to or greater than 5 g/t calculated gravimetrically, and lower grade samples measured by atomic absorption (AA). All samples greater than 10 g/t were
additionally sent for screen metallics analysis using the remainder of the pulp (~950 grams of sample). Blanks, standards (one high-grade, one mid-grade, and one low-grade),
field duplicates (1/4 split cores), and crush duplicates were inserted into the drill core samples sequentially, at least every 8th sample, before shipment. Standards consisted of a
high-grade (~13 g/t Au), a mid-grade (~5 g/t Au), and a low-grade (~1 g/t Au) gold standard from Geostats Pty. Ltd. of Fremantle, Western Australia, as well as blanks from
Nelson Granite of Kenora, Ontario.
Recent developments
On March 12, 2020, the Company announced that it had entered into the Pickle Crow Earn-In Agreement with Auteco pursuant to which Auteco may earn up to an 80%
interest PC Gold, which owns the Pickle Crow Project. During the term of the agreement, Auteco will be the operator of the Pickle Crow Project and will be responsible for
all expenditures. For a summary of the key terms of the Pickle Crow Earn-In Agreement, see the section in this AIF entitled “Investor information – Material contracts”.
Since entering into the Pickle Crow Earn-In Agreement, Auteco has completed 84 diamond drill holes at the Pickle Crow Project totalling 19,400 m, with such holes focused
exclusively on near mine extensions and mineralized structures outside of the current resource area. These holes are part of a 45,000 m drill program, utilizing five diamond
drill rigs, that is currently being undertaken by Auteco at the Pickle Crow Project. Once the current drill program has been completed, Auteco plans to transition to a drill
program aimed at infill drilling and resource definition in order to provide sufficient data density to update the current Mineral Resource estimate for the Pickle Crow Project.
Recent Pickle Crow Drill Highlights
The current phase of drilling by Auteco has successfully intersected extensions to known mineralized structures, in addition to the discovery of previously undefined
mineralization. Recent drill highlights include:
● 5.6 m @ 33.4 g/t gold from 20.3 m in hole AUDD0078 (Shaft 3 Veins) – New Structure
(includes 3.4 m @ 51.3 g/t gold from 20.3 m) with individual assay grades of up to 117 g/t gold and 109 g/t gold (0.4 m @ 117 g/t gold from 21.3 m and 0.3 m @
109 g/t gold from 22.8 m)
● 1.6 m @ 16.9 g/t gold from 12.7 m in hole AUDD0077 (Shaft 3 Veins) – New Structure
(includes 0.7 m @ 36.6 g/t gold from 13.6 m)
● 2 m @ 8.2 g/t gold from 396.5 m in hole AUDD0056 (Shaft 1 Veins) – Extension of Structure
● 4 m @ 5.9 g/t gold from 420 m in hole AUDD0056 (Shaft 1 Veins) – Extension of Structure
Notes:
● Assaying for the Auteco drill program was completed by AGAT laboratories in Thunder Bay, Ontario.
Prepared 30 g samples were analyzed for gold by lead fusion fire assay with an atomic absorption spectrometry finish. Samples greater than 5 g/t Au were reassayed by
50 g fire assay with gravimetric finish.
● Reported widths are drilled core lengths; true widths are unknown at this time.
● Cut-off grade of 1 g/t Au allowing for 1 m internal dilution.
● The QA/QC program for the Auteco drill program consists of the submission of duplicate samples and the insertion of Certified Reference Materials (CRMs), including
low, medium and high-grade standards and coarse blanks, at regular intervals in the sample stream. One set of the four QA/QC sample types are inserted every 25
samples consisting of 1 coarse duplicate, 1 quarter-split field duplicate, 1 CRM (altering between low, medium and high standards) and 1 blank.
80
Hope Brook
Technical report
The description in this section of our Hope Brook gold project (the “Hope Brook Project”) is based on the project’s technical report: 2015 Mineral Resource Estimate
Technical Report for the Hope Brook Gold Project, Newfoundland and Labrador, Canada (effective date January 12, 2015, report date November 20, 2015) (the “Hope
Brook Technical Report”). The report was prepared for us by Mercator Geological Services in accordance with NI 43-101 under the supervision of Michael P Cullen,
P.Geo.; a Qualified Person within the meaning of NI 43-101. The following description has been prepared under the supervision of Hazel Mullin, P.Geo., who is a Qualified
Person within the meaning of NI 43-101, but is not independent of us.
The conclusions, projections and estimates included in this description are subject to the qualifications, assumptions and exclusions set out in the Hope Brook Technical
Report, except as such qualifications, assumptions and exclusions may be modified in this AIF. We recommend you read the Hope Brook Technical Report in its entirety to
fully understand the project. You can download a copy from our SEDAR profile (www.sedar.com), or from our website (www.firstmininggold.com).
Property description, location and access
The Hope Brook Project is located on the southwest coast of the island of Newfoundland, in the province of Newfoundland and Labrador, Canada. It is comprised of a core
holding of 1,003 contiguous exploration claims originally acquired through map staking and issued in 2003 and 2008. This main property covers 25,075 ha of surface area
and measures approximately 32 km by 12 km in maximum east-west and north-south dimensions, respectively. Constituent claims are held under 5 separate mineral licenses
and the property is approximately centered on the past-producing Hope Brook gold mine, located at Latitude 47.738° north and Longitude 58.095° west. An additional 63
claims (1,575 ha) are held by us in the Ironbound Hill (formerly “Peter Snout”) area, approximately 25 km northeast of the Hope Brook deposit. These were staked in late
2013 to cover areas of exploration potential defined through review of government assessment reporting records.
The Hope Brook Project is located approximately 85 km by water east of the community of Port aux Basques and is not accessible by any form of highway transportation at
this time. Direct site access to the Hope Brook Project can be gained by chartered boat from either the Burgeo or Port aux Basques areas and could also be gained through
small boat charter from La Poile, after travel to that community on the coastal service vessel. The most efficient means of current access to the property is by charter fixed
wing aircraft or helicopter from commercial bases in the Deer Lake- Pasadena area, approximately 120 km to the north.
Coastal Gold earned a 100% interest in 993 claims of the original Hope Brook Project property by fulfilling requirements of an option to purchase agreement dated January
25, 2010.
As of the date of the Hope Brook Technical Report, two exploration permits by the government of Newfoundland and Labrador were required for bedrock core drilling and
vibracore tailings drilling programs as well as geochemical and geophysical surveys, valid until April 15, 2015 and June 17, 2015, respectively. It is anticipated that new
permits will be required if we chose to initiate certain site-based aspects of the Phase I or Phase II work programs recommended in the Hope Brook Technical Report. In
addition, the License to Occupy for the Hope Brook exploration camp was being reviewed by government at the effective date of the Hope Brook Technical Report, with
timely issuance expected. No substantive difficulties have been encountered to date with respect to procurement of required Exploration Permits and camp occupancy
permissions.
81
A 2% net smelter returns royalty payable applies under terms of a royalty pre-payment schedule of $20,000 per year. All royalty pre-payment funds provided under the
agreement are to be accounted for against future production. We retain a right during the term of the agreement to purchase one half of the 2% NSR royalty for $1,000,000.
Annual work requirements for each claim are set out under the province’s Mineral Act and range from $200 per claim in year one to $1,200 per claim in years 16 through 20.
In addition, a renewal fee of $25 – $100 is payable for each claim on a five-year basis.
As part of the 2011 work program a screening level assessment of baseline environmental conditions was carried out at the Hope Brook Property. Results of this study showed
that a number of chemical impacts that are residual to the former mining operation are present locally. These include elevated metal levels in soil, sediment and water as well
as elevated petroleum hydrocarbon levels in soil. The most significant liabilities were deemed to be associated with subsurface conditions where impairment to both soil and
groundwater had occurred around existing landfill sites, the heap leach pad, and within the underground mine workings. All of these conditions pre-date Coastal Gold site
activities and therefore we are excluded from associated liability. However, if a new mining venture is established at this site it will be necessary to fully quantify the potential
impacts of such conditions on site development, mining and site decommissioning and reclamation plans for the new operation. All such issues would be dealt with under the
mine permitting and associated environmental approval processes.
History
Documentation of Hope Brook Project area’s history of exploration and mining spans the period between 1923 and the present day, but modern programs directed toward
assessment of gold potential and related mining have only occurred since discovery of the Hope Brook gold deposit in 1983.
Programs of deposit definition drilling, resource estimation, metallurgical assessment and feasibility assessment were completed for the Hope Brook deposit between 1984
and 1986 and a production decision was announced in 1986. The deposit was subsequently developed and mined during the period of 1987 through 1991. The production
decision appears to have been supported by initial resources of 11.2 million tonnes grading 4.54 g/t Au above a 2.5 g/t Au cut-off (~1.6 million troy ounces) that were
reported. Additionally, the same tonnage and gold grade was separately reported for the deposit but additionally specified a 0.3% copper parameter.
Mining from both open pit and underground operations was ultimately carried out between 1987 and 1997. Provincial government records document production of 304,732
ounces of gold during the 1987-1991 period from all operations. Difficulties with elevated cyanide and copper levels were encountered in processing plant effluent during the
operating period and this may have contributed to cessation of mining and milling in early 1991.
During the 1987-1991 mining period, detailed exploration focus was largely restricted to the mine area and adjoining advanced argillic alteration zone (“AAZ”) areas to the
southwest, with particular attention paid to assessment of possible strike and dip extensions of the main deposit.
82
From 1991 to mid-1997, underground mining at the site was carried out. Operations ceased in mid-1997. Production of 447,431 ounces of gold was recorded during the 1992-
1997 period. Re-assessments of past exploration programs was carried out in both the mine area and surrounding district and follow-up exploration on several promising areas
not associated with the AAZ and the Hope Brook deposit trend was completed. No substantial new discoveries were made during this period.
During the period 2002 through 2007 the provincial government carried out environmental assessment and reclamation programs at the Hope Brook mine site. No mining
activities have been carried out subsequent to those of carried out from 1991 to 1997.
No drilling-based exploration programs were completed on the Hope Brook Project through the period 1997 through 2007. However, in 2003 mine area exploration holdings
were staked by related entities.
Beginning in 2008, an airborne magnetometer and electromagnetic survey of the entire property was carried out, past drilling results were compiled, prospecting was carried
out and an extensive bedrock sampling program was completed. Sampling was substantially focused in an area immediately northwest of the Hope Brook open pit where
alteration zone and silicified zone units occurring structurally below the mined Hope Brook deposit had been exposed during removal of acid generating waste rock during
the site reclamation program. No substantial new discoveries resulted from any of this work.
Since the start of exploration work in 2010, Coastal Gold carried out programs of drill core physical properties investigation, ground geophysics, environmental screening,
data compilation, data validation, core drilling, vibracore tailings drilling, bedrock and tailings mineral resource estimation, metallurgical assessment and general property
evaluation.
From April 2010 through December 2014, Coastal Gold completed systematic gold exploration programs, primarily focused in the area surrounding the past producing Hope
Brook mine.
Geological setting, mineralization and deposit types
The Hope Brook Property occurs within a tectonically complex zone that has been interpreted by some to occur within the Avalon Zone of the Appalachian Orogen (or a
related Avalon Composite Terrane), near its generally east-west trending tectonic contact with adjacent rocks of the Dunnage Zone. The Avalon Zone represents a late Neo-
Proterozoic assemblage of active plate margin sequences that accumulated prior to development and closure of the Lower Paleozoic Iapetan Oceanic system. Sequences of
Avalonian affinity occur throughout much of the Appalachian Orogen, and extend from the Avalon Peninsula and southwest coast areas of Newfoundland, through Nova
Scotia, New Brunswick and northern New England. From that point southward, more discontinuously distributed outcropping segments occur as far as northern Georgia and
subsurface extensions are interpreted to be present in Florida. Onshore exposures of confirmed Avalon Zone affinity are limited in comparison with its interpreted width of at
least 600 km in the eastern offshore area of Newfoundland and Labrador.
The geological aspects of the Avalon Zone, particularly in context of magmatic history represented in the Newfoundland, consist of four major tectono- stratigraphic events.
Most significant of these from the perspective of magmatic activity is the period when substantial volumes of volcanic and plutonic rocks evolved under back-arc or
continental arc settings, sometimes in broad association with terrestrial or marine siliciclastic sequences. These are related in time with development of auriferous, high level
hydrothermal alteration systems along the entire length of the Avalon Zone and the Hope Brook gold deposit may be an example of this metallogenic association.
The Hope Brook gold deposit and associated AAZ are of primary importance with respect to the Hope Brook Project. However, several other bedrock gold occurrences are
present within the Hope Brook Project that differ from Hope Brook. The most prominent examples of such are those in the Old Mans Pond, Phillips Brook and Cross Gulch
areas. Each of these areas has been investigated through historic exploration programs that typically included geological, geophysical and geochemical surveys, surface
trenching and limited amounts of core drilling. Drilling has locally confirmed subsurface gold-bearing intervals in each area but mineralized zones of economically significant
proportions have not been defined to date. The Hope Brook style of mineralization is considered to be most important. The Hope Brook gold deposit is a large, disseminated
gold-chalcopyrite-pyrite deposit hosted by highly altered sedimentary and volcano-sedimentary rocks of the late Proterozoic Whittle Hill Sandstone and Third Pond Tuff
successions, similarly altered felsic porphyry dikes and sills related to the Roti Intrusive Suite and variably altered later mafic dikes and sills. Zones hosting gold
mineralization of economic interest typically bear evidence of intense silicification and occur within the AAZ, a broad envelope of advanced argillic alteration that can be
traced for up to 8 km southwest of the deposit.
83
The Hope Brook gold deposit is currently one of the largest gold deposits in the Canadian Appalachians, based on historic resources and production. As noted earlier, it
occurs within a zone of extensive AAZ hosted by late Proterozoic sedimentary, volcanic and intrusive rocks. Recent work by Coastal Gold has added to the technical
documentation of alteration and mineralization that characterize the deposit. Intense hydrothermal alteration and spatially associated silicification have been identified as key
components of the mineralizing system that gave rise to the deposit. However, differences exist with respect to interpreted placement of the Hope Brook mineralizing system
in the time/space context of the orogen and some of these bear directly on deposit classification.
In addition to the Hope Brook deposit, several gold occurrences associated with Silurian or younger sericitic alteration, quartz veining and silicification have also been
documented within the Hope Brook Project area. None of these is substantial in size or gold grade as presently defined, but spatial association with the large Bay d’Est Fault
or its secondary splays, and possibly with Silurian magmatic activity, indicates that potential for more significant mineralization is present.
Exploration
No new exploration work has been undertaken to date by us on the core Hope Brook property. The Hope Brook Technical Report and associated Mineral Resource estimate
review reflect the first NI 43-101 technical reporting by us for the Hope Brook property.
Drilling
Between September 2010 and October 2013, Coastal Gold completed in five separate drilling programs 139 diamond drillholes and drillhole extensions on the Hope Brook
Property that total 39,320.4 m of drilling.
Coastal Gold completed 10 surface diamond holes totalling 3,421.9 m in length between September 2010 and January 2011 which successfully confirmed the presence of
disseminated gold-chalcopyrite-pyrite mineralization hosted by highly silicified sedimentary and volcano-sedimentary rocks both at depth, below the 4800 level of historic
mining, and at surface to the southwest of the historic open-pit. An exploratory drillhole targeting mineralization along the northeast extension of the mine at depth returned
no significant results and an exploratory drillhole targeting the 240 Zone caved short of the target.
Another surface drilling campaign was completed between February 2011 and December 2011 that consisted of 67 holes totalling 21,350.5 m. The program was successful in
demonstrating continuity of disseminated gold-chalcopyrite-pyrite mineralization hosted by highly silicified volcano-sedimentary rocks in all three targeted areas of drilling
and provided the drillhole density required for resource estimation.
Between February 2012 and May 2012 Coastal Gold completed a surface drill program that consisted of 15 holes, re-drills and hole extensions totalling 4,549 m in length.
This program focused on confirming the locations of workings and major pillars in the mine area, further testing of the Southwest Extension target area and preliminary
testing of the Northeast target area.
84
The fourth Hope Brook drilling program by Coastal Gold began on November 3, 2012 and was completed on December 21, 2012. A total of 5,923.9 m of drilling in twenty-
one drillholes were completed. Six separate targets areas, along a 3.4 km long mineralized trend, were drilled during the program including the Stope 4960-150, the 240 Zone
– Mine Zone Connector Target, the Chetwynd Prospect and the Chetwynd South Prospects, the Chetwynd to 240 Connector Target and the NW Target Area. The drilling was
completed in these areas in order to continue to expand on the area of known gold mineralization outside of the current Hope Brook Deposit area.
The fifth drill program at the Hope Brook Property began on August 9, 2013 and was completed on October 10, 2013. A total of 4,075.2 m of drilling in twenty-six drillholes
were completed. The drill program was designed to test two major target areas; the Footwall Target and SW Pit Extension Target.
A systematic vibracore tailings drilling program on two tailing ponds at the Hope Brook site was carried out during the September through October period of 2013 and a total
of 73 vibracore drillholes totalling 155 m were completed on an approximate 100 m square grid over the two tailings ponds. The purpose of the program was to evaluate the
thickness and gold grade of the tailings and to provide sufficient data to support a NI 43-101 compliant Mineral Resource estimate of the contained gold and copper. Of the
holes completed, 51 successfully sampled tailings, with thicknesses of the tailings sections ranging from 0.3 to 6.0 m. Average thickness of cored tailings was 3.0 m.
Sampling, analyses and data verification
Coastal Gold staff members were responsible for arranging transport of core boxes from the drilling sites to the company’s secure core storage and logging facility located at
the Hope Brook camp. The core was initially examined by core technicians and all measurements are confirmed. Core was then aligned and repositioned in the core box
where possible and individual depth marks are recorded to facilitate logging. Core technicians photographed all core, measured core recovery between core meterage blocks,
carried out water immersion specific gravity measurements as required and recorded information on hard copy data record sheets that were then entered into the project
drilling database.
All paper copy and digital information for each hole, including quick logs, sample record sheets and assay certificates were maintained in a secure filing system at the site to
provide a complete archival record for each drillhole. Digital information was stored on a local server as well as on the company’s secure off-site server that was accessible by
satellite link from the camp facility. Subsequent to logging and processing, down hole lithocoded intervals, sample intervals and drillhole collar and survey information that
were entered into the digital database were checked for completeness before being uploaded to the project database upon which drilling section generation and three-
dimension deposit modeling were based.
The secured plastic sample bags were grouped in batches 40 to which QA/QC program samples were added prior to final packing for shipment to the ALS preparation
laboratory in Sudbury, ON. Samples were transported from the site by aircraft or chartered boat and then delivered to a commercial transport service for final delivery to the
laboratory. Sample shipment change of custody forms were used to list all samples in each shipment and laboratory personnel crosschecked samples received against this list
and reported any irregularities by fax or email to Coastal Gold.
Primary project analytical work was completed by ALS with preparation taking place at ALS’ Sudbury, ON facility and subsequent analysis at the facility in Vancouver, BC.
ALS is an internationally accredited laboratory with National Association of Testing Authorities certification and also complies with standards of ISO 9001:2000 and ISO
17025:1999. The laboratory utilizes industry standard analytical methodologies and rigorous internal Quality Assurance and Quality Control (“QA/QC”) procedures for self-
testing.
All Hope Brook Project core samples were weighed upon receipt at the ALS preparation laboratory and prepared using ALS preparation procedure PREP-31B that consists of
crushing the entire sample to >70% -2 mm, then splitting off 1 kg and pulverizing it to better than 85% passing 75 microns size. The coarse reject materials from this
processing were stored for future use.
85
Gold concentrations for submitted core and rock samples were determined by ALS using a 50 g sample split and fire assay pre-concentration methods followed by atomic
absorption spectroscopy finish (FA-AAS). This is reflected in ALS code Au-AA24. A 33-element analysis was also completed on selected samples by method code ME-
ICP61 which denotes four acid digestion followed by inductively coupled plasma – atomic emission spectroscopy (ICP-AES) analysis.
Drill core sampling carried out by Coastal Gold during the September 2010 through July 2012 period on the Hope Brook Property was subject to a QA/QC program
administered by Coastal Gold. This included submissions of blank samples, use of certified reference materials and analysis of pulp and coarse reject check sample splits at a
third party commercial laboratory.
The 2012 piston sampling program and 2013 vibracore drilling program of historic Hope Brook Property mine tailings deposits were also subject to a systematic QA/QC
program carried out by Coastal Gold.
All of the drill core programs for the period from October 2012 through to November 2013 were subject to essentially the same QA/QC protocols as had been applied to the
earlier core drilling campaigns referred to above. This included systematic submission of blank samples, use of certified reference materials and analysis of pulp and, for core,
coarse reject check sample splits at a third party commercial laboratory. Results of both the in-house and laboratory quality control and assurance analyses were monitored by
Coastal Gold on an on-going basis and were also made available for review by Mercator Geological Services Limited (“Mercator”). A QA/QC protocol was also established
for the vibracore drilling program and this included systematic analysis of certified reference materials, duplicate sample splits, blank sample materials and analysis of third-
party pulp split check samples.
The drill core samples were packaged in batches of 40 samples, which included one blank sample (10th sample), one pulp duplicate (20th sample), one certified reference
material sample (30th sample) and one coarse reject duplicate sample (40th sample). ALS provided primary analytical services for the project while pulp duplicate (20th
sample) and coarse reject duplicate (40th sample) splits were analyzed at SGS to provide independent laboratory check sample data sets. SGS is a commercial, ISO certified
laboratory independent of Coastal Gold.
After standard crushing and pulverization of bedrock core samples, gold analysis was by atomic absorption methods after fire assay pre-concentration and multi-element
determinations were by inductively coupled plasma - optical emission spectroscopy methods after four acid total digestion. One certified reference material sample and one
blank sample were included in the core sample shipment. The tailings samples were separately processed from the core samples and were also accompanied by one certified
reference material sample and a blank sample. Results of the QA/QC program for these samples were acceptable.
Core sample records, lithologic logs, laboratory reports and associated drillhole information for all drill programs completed were digitally compiled by Coastal Gold staff
and made available for previous resource estimation purposes. Information pertaining to the exploration history in the property area had already been compiled by Mercator
and was reviewed in conjunction with newly generated records to assess completeness, consistency and validity of compiled results. This progressively compiled and
validated information is acceptable for resource estimation purposes.
Database records for previously validated historic drillholes were modified by Coastal during 2013 through addition of copper analytical data recovered from archival
records. All such amendments were checked against source documents by Mercator and through spot checks by AGP prior to use in the current resource estimation program
and no errors were noted.
In addition to the above, records for 47 new diamond drillholes completed by Coastal Gold during 2012 and 2013 were reviewed and validated by Mercator for addition to the
project database and used in the previous and current resource estimation programs. Digital records were checked against original source documents provided by Coastal
Gold and both consistency and accuracy of such records were assessed. Parameters reviewed in detail include collar coordinates, down hole survey values, hole depths,
sample intervals, assay values and lithocodes. All 47 of the 2012 and 2013 holes completed by Coastal Gold were checked for correlation of sample interval, assay value and
lithocode information against source documents. This review showed consistently good agreement between original records and digital database values for all data sets.
86
In 2013, Coastal added 152 historical short core holes (“OP” series holes) to the project database. These holes have not been validated by Mercator and were excluded from
use in the previous and current resource estimates. After completion of manual checking procedures, all drillhole database records were further assessed through digital error
identification methods available through the Gemcom-Surpac Version 6.2.1® software. This provided a check on items such as sample record duplications, end of hole errors,
survey and collar file inconsistencies and some potential lithocode file errors. The digital review and import of the manually checked datasets provided a validated drillhole
database to support the resource estimation program described in the Hope Brook Technical Report.
Coastal Gold completed several core drilling holes during the 2010-2011 drilling programs to serve as twins to historic holes. These were typically planned to provide more
complete lithological and assay information for associated historic holes and to provide a basis for comparison of the historic datasets with Coastal Gold data. For the
purposes of the Hope Brook Technical Report, 12 Coastal Gold holes that were completed in sufficiently close proximity to historic holes to provide such assessment were
selected for comparison with the Coastal Gold data.
For assessment purposes, Mercator reviewed drill log lithocodes and gold assay entries for hole pairs to determine the level of consistency between the two datasets.
Assessment of lithocodes focused primarily on identification of important silicified zone intervals associated with gold mineralization and secondarily on logged intervals of
mafic dike material. Comparison of the assay data on a sample by sample basis was not typically possible due to either spatial separation of hole traces, differing sample
lengths or presence of non-sampled intervals in some holes. Comparison of lithocoded intervals between hole pairs showed that good correlation between data sets exists.
However, greater detail in silicic lithocoding characterises the historic dataset prior to re-coding by Coastal Gold.
As noted above, comparison of assay values between hole pairs was affected in some instances by presence of un-sampled intervals within the historic holes that contrast to
continuously sampled Coastal Gold intervals, by differing mafic material percentages and by differing interpreted assay zone widths. Mercator focused on gold assay data
within the gold-bearing silicified zone lithologic units and created weighted average intervals to support comparison. Results of this program for the 12 holes considered
showed that spatial definition of the gold zones based on assay boundaries is typically consistent between hole pairs and this is reflected in generally comparable intercept
lengths selected.
The weighted average Coastal Gold data set results are typically higher than equivalent intervals in historic holes but the reverse is also seen in some cases. Mercator believes
that several factors contribute to this result, including changes in mafic dike dilution between holes, higher overall core quality of the NQ and BQTK size Coastal Gold core
relative to the historic BQ core, and higher overall core recovery for Coastal Gold holes in fractured intervals of the mineralized zone. Heterogeneity of primary gold
distribution is also a potential contributor.
Based on results of the twin hole comparison originally carried out in support of earlier resource estimates, at the effective date of the Hope Brook Technical Report Mercator
remains of the opinion that acceptable consistency exists between these hole pairs with respect to gold assay value and lithocode data sets.
Mineral processing and metallurgical testing
Scoping level metallurgical test work on mineralized samples was first carried out for Coastal by G&T Metallurgical Services Ltd. (“G&T”) in Kamloops, BC in 2012. The
objectives of that program were to evaluate potential processing routes for maximizing gold recovery and to identify operating parameters for the preliminary circuit design.
Flotation test work was successful at generating a concentrate grading 28% Cu from flotation of cyanidation residue in a process similar to the historical flowsheet at Hope
Brook. Gravity concentration tests indicated that between 16 and 41% of the contained gold was recoverable to concentrate by this method. Combined gold recoveries of
~86% were achieved using a flowsheet consisting of gravity concentration followed by cyanidation of the gravity tailings. Direct cyanidation of tailings resulted in up to 49%
extraction of contained gold.
87
Additional metallurgical testing was carried out by G&T in the fall of 2013 to further advance the understanding of the metallurgy of the Hope Brook deposit. This included
batch flotation test work focused on the opportunity to recover a saleable grade copper concentrate after the grinding and gravity recovery step. Scoping level test work was
also carried out at Tomra Sorting Solutions in Surrey, BC to evaluate the potential of rejecting dilution material before the grinding area using sensor-based sorting. Sorting
program results indicated that the mafic dyke dilution was readily distinguished from the mineralized rock using four separate detector systems, indicating that this material is
highly amenable to rejection by sorting.
Mineral resource estimates
The Mineral Resource estimate for the Hope Brook Project is based on a three-dimensional block model developed using Geovia – Surpac Version 6.1.1® deposit modeling
software and a matrix size of 10 m (X) by 5 m (Z) by 3 m (Y). Grade interpolation utilized multiple pass ordinary kriging methodology with an inverse distance squared
check model used for validation. Classification of the resource followed the approach used in the 2014 NI 43-101 Mineral Resource estimate and was based primarily on
interpolation pass number, distance to the closest informing assay composite and kriged variance. The 3 g/t Au cut-off value used is substantially higher than cut off values of
Coastal Gold’s previous Mineral Resource estimates that were focused on optimization of open pit mining scenarios. Current Mineral Resources are considered to have
reasonable potential for economic viability based on application of underground mining methods, historic gold recovery levels that range between 80% and 91% percent for
past production (86% for Coastal Gold testing) and a long-term gold price of US$1,200 per ounce. This estimate of Mineral Resources may be materially affected by
environmental, permitting, legal, title, taxation, socio-political, metal pricing, marketing, or other relevant issues.
Hope Brook Deposit Mineral Resource Estimate – Effective January 12, 2015
Gold Grade Cut-off (g/t)
3.00
Resource Category
Indicated
Inferred
Round Tonnes (Rounded)
5,500,000
836,000
Gold Grade (g/t)
4.77
4.11
Gold Ounces (Rounded)
844,000
110,000
Notes:
1.
2.
3.
4.
5.
6.
Includes only Mine Zone and 240 Zone areas.
The above Mineral Resource estimate is based on a partial percentage block model with dike material removed. Dike percent is estimated at 18% for the Mine
Zone and 0 % for the 240 Zone.
Gold grades reflect application of domain-specific raw assay capping factors that range between 55 g/t Au and 3 g/t Au.
Rounding of tonnes may result in apparent differences between tonnes, grade and contained ounces.
Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by
environmental permitting, legal, title, taxation, sociopolitical, metal pricing, marketing, or other relevant issues.
The gold cut-off value of 3.00 g/t reflects a reasonable expectation of economic viability based on application of underground mining methods, historic gold
recovery levels that range between 80% and 91% percent for past production (86% for Coastal Gold testing) and a long-term gold price of US$1,200 per oz.
88
Non-material properties
We also hold a number of non-material mineral properties in our portfolio. Some of these properties are resource-stage assets which have NI 43-101 technical reports that
support resources of less than one million ounces of attributable gold. Others are grassroots exploration projects that host mineralization but have not had sufficient drilling on
them to classify resources under the CIM definition standards. A brief summary of some of these properties is set out in this section.
Canada
Duquesne Gold Project, Québec
We acquired a 100% interest in the Duquesne Gold project located in the Abitibi Region of Québec (the “Duquesne Project”) through our acquisition of Clifton Star in April
2016. The Abitibi Region of Québec is one of the most prospective and productive mineral regions in Canada with more than 100 years of continuous mining history and
hosts a number of major Canadian mines.
The property, which comprises 85 contiguous mining claims and one mining concession, covers an area of 2,180 ha and is situated along the Destor-Porcupine Break, which
boasts historical production of 192 million oz. Au. It is approximately 30 km northwest of the city of Rouyn-Noranda, and approximately 16 km east of the town of
Duparquet, so it has excellent access to infrastructure and a skilled labour pool.
The Duquesne Project hosts, an NI 43-101 Indicated Mineral Resource of 1.9 Mt grading 3.33 g/t Au, containing 199,000 oz. Au, and an Inferred Mineral Resource of 1.6 Mt
grading 5.58 g/t Au, containing 281,000 oz. Au. The technical report in support of these Mineral Resources, entitled “43-101 Technical Report Resource Estimate of the
Duquesne Gold Property”, was prepared by Genivar Limited Partnership in accordance with NI 43-101 and was dated July 26, 2011 and filed on SEDAR by Clifton Star on
October 28, 2011 under its SEDAR profile.
Pitt Gold Project, Québec
We purchased a 100% interest in the Pitt Gold project located in the Abitibi Region of Québec (the “Pitt Project”) from Brionor in April 2016. The property, which comprises
14 contiguous mineral claims, covers an area of 492 ha.
The Pitt Project is close to our Duquesne Project, and to the Duparquet Gold Project located in the Abitibi Region of Québec (in which we hold an indirect 10% interest). It is
approximately 35 km north of the city of Rouyn-Noranda, and approximately 7 km east of the town of Duparquet, so it has excellent access to infrastructure and a skilled
labour pool.
The Pitt Project hosts an NI 43-101 Inferred Mineral Resource of 1,076,000 tonnes grading 7.42 g/t Au (at a cut-off grade of 3.0 g/t Au), containing 257,000 oz. Au. The
technical report in support of these resources, entitled “NI 43-101 Technical Report and Review of the Preliminary Mineral Resource Estimate for the Pitt Gold Project
Duparquet Township Abitibi Region, Quebec, Canada”, was prepared in accordance with NI 43-101 by Micon International Ltd., with an effective date of December 6, 2016,
and was filed by us on SEDAR on January 6, 2017 under our SEDAR profile at www.sedar.com.
89
Duparquet Gold Project, Québec
We have a 10% indirect interest in the Duparquet Gold Project which has a large open-pittable resource, as well as underground and tailings resource. Our interest in the
Duparquet Gold Project was acquired through our acquisition of Clifton Star. The Duparquet Gold Project covers an area of 1,147 hectares and is located in the Abitibi
Region of Québec which is one of the world's most prolific gold producing regions.
The Duparquet Gold Project hosts Measured Mineral Resources of 184,700 tonnes grading 1.52 g/t Au, containing 9,006 oz. Au, Indicated Mineral Resources of 60.6 Mt
grading 1.59 g/t Au, containing 3.1 million oz. Au and Inferred Mineral Resources of 29.7 Mt grading 1.51 g/t Au, containing 1.4 million oz. Au. The technical report entitled
“Technical Report and Prefeasibility Study for the Duparquet Project” was completed by InnovExplo, with an effective date of March 26, 2014 and was filed on SEDAR by
Clifton Star on May 23, 2014.
As well as our 10% indirect interest in the Duparquet Gold Project, we also hold a 100% interest in the adjoining Central Duparquet Property, which was purchased on
January 20, 2017. This additional ground comprises 16 claims covering 339 ha. A technical report entitled “Technical Report and Mineral Resource Estimate Update for the
Duparquet Project” was completed by InnovExplo, with an effective date of June 26, 2013 and a signature date of August 2, 2013.
Infrastructure includes site roads, access to electrical power 15 km away, tailings storage facility and water management solutions and ancillary site buildings. The Duparquet
Gold Project is currently comprised of three mineral properties: Beattie, Donchester and Dumico. The 2014 prefeasibility study includes pre-production capital costs of $394
million, a pay-back period of 4.3 years and pre-tax NPV (5%) of $222 million at US$1,300 per ounce of gold.
Goldlund Gold Project, Ontario
In connection with the Treasury Metals Transaction, we were granted a 1.5% NSR royalty over all of the claims that comprise the Goldlund Project (which is now owned by a
subsidiary of Treasury Metals). The Goldlund Project is an exploration stage property located in northwestern Ontario. Treasury Metals has the option to buy-back 0.5% our
royalty by paying us $5 million in cash. For further details regarding the Treasury Metals Transaction, see the section in this AIF entitled “Investor information – Material
contracts – Treasury Metals SPA”.
United States
Turquoise Canyon, Nevada
The Turquoise Canyon property (formerly the Bald Mountain property) located in Nevada is wholly-owned by First Mining. The property covers an area of 1,562 hectares
and is located along the Battle Mountain-Eureka Trend, 16 km south of Barrick Gold Corp.'s Cortez Mine Complex (23 Moz. Au), and 9 km west of its newly discovered
Gold Rush deposit (7 Moz. Au) and 1.5 km east of the Toiyabe Mine, a Carlin type gold deposit that produced 89,000 oz. of gold in the 1990s.
Results of an airborne ZTEM survey commissioned by the Company show an antiformal structure in the underlying Roberts Mountain Thrust which will be the focus of
future exploration. A gravity high and anomalous conductive/polarizable anomalies at the southwest corner of the property are high priority drill targets. Six other potential
drill targets were interpreted from two induced polarization/resistivity lines run over the property.
90
The Company entered into an option agreement (the “Turquoise Canyon Option Agreement”) dated August 20, 2019 with Momentum Minerals Ltd. (“Momentum”)
granting Momentum the right to earn a 100% interest in the Turquoise Canyon property. Pursuant to the Turquoise Canyon Option Agreement, First Mining will receive up to
$500,000 in aggregate proceeds from Momentum as follows:
● 10% of the current outstanding common shares of Momentum (value to be determined at the time of issuance);
● $25,000 cash within 30 days of signing the agreement;
● First anniversary: $50,000 in cash or Momentum common shares;
● Second anniversary: $150,000 in cash or Momentum common shares;
● Third anniversary: Half of the remaining amount owing in cash or Momentum common shares; and
● Fourth anniversary: Remaining amount owing in cash or Momentum common shares.
The annual consideration payments of cash or Momentum common shares will be at Momentum’s election. Beginning in 2020, Momentum will also be responsible for
paying all annual concession tax payments with respect to the Turquoise Canyon property to the Nevada State land management authorities.
In addition to the payment terms outlined above, Momentum will be required to incur exploration expenditures on the Turquoise Canyon property totaling $750,000 over the
four-year option period, incurring at least $50,000 in year one and $100,000 in year two. Upon completion of all payment and expenditure obligations, Momentum will obtain
100% ownership of Turquoise Canyon property and First Mining will retain a 2% NSR royalty. Momentum will have the right to buy back 1% of the NSR royalty for
$1,000,000 up until the first anniversary of the commencement of commercial production at the Turquoise Canyon property.
Risks that can affect our business
There are risks in every business.
The nature of our business means we face many kinds of risks and hazards – some that relate to the mineral exploration industry in general, and others that apply to specific
properties, operations or planned operations. These risks could have a significant impact on our business, earnings, cash flows, financial condition, results of operations or
prospects.
The following section describes the risks that are most material to our business. This is not, however, a complete list of the potential risks we face – there may be others we
are not aware of, or risks we believe are not material today that could become material in the future. We have in place systems and procedures appropriate for a company at
our stage of development to manage these risks, to the extent possible, but there is no assurance that we will be successful in preventing the harm that any of these risks could
cause.
91
Types of risk
● Exploration, development, production and operational risks
● Financial risks
● Political risks
● Regulatory risks
● Environmental risks
● Industry risks
● Other risks
page
92
97
100
101
103
104
105
Exploration, development, production and operational risks
Exploration and development risks
The exploration for and development of minerals involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate.
These risks include:
● few properties that are explored are ultimately developed into producing mines;
● there can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable;
● with all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods
tested in pilot conditions; and
● mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in an increase in our resource base.
92
Exploration and development of mineral properties is capital intensive and unsuccessful exploration or development programs could have a material adverse impact on our
operations and financial condition.
Operational hazards and risks
Our operations will be subject to all of the hazards and risks normally encountered in the exploration and development of minerals. To the extent that we take a property to
production, we will be subject to all of the hazards and risks associated with the production of minerals. These risks include:
● unusual and unexpected geological formations;
● rock falls;
● seismic activity;
● flooding and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities,
damage to life or property, environmental damage and possible legal liability;
● environmental pollution, and consequent liability that could have a material adverse impact on our business, operations and financial performance;
● mechanical equipment and facility performance problems; and
● periodic disruptions due to inclement or hazardous weather conditions.
Substantial expenditures
Substantial expenditures are required to establish Mineral Resources and Mineral Reserves through drilling, to develop metallurgical processes to extract the metal from the
ore and, in certain cases, to develop infrastructure at any site chosen for exploration. Although substantial benefits may be derived from the discovery of a major mineralized
deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be
obtained on a timely basis.
The economics of developing mineral properties is affected by many factors including:
● the cost of operations;
● variations in the grade of mineralized material mined;
● fluctuations in metal markets; and
● such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and
environmental protection.
The remoteness and restrictions on access of properties in which we have an interest will have an adverse effect on expenditures as a result of higher infrastructure costs.
There are also physical risks to the exploration personnel working in the terrain in which our properties are located, occasionally in poor climate conditions.
93
No history of mineral production
First Mining has no history of commercially producing metals from its mineral exploration properties. There can be no assurance that we will successfully establish mining
operations or profitably produce gold or other precious metals on any of our properties. The development of mineral properties involves a high degree of risk and few
properties that are explored are ultimately developed into producing mines. The commercial viability of a mineral deposit is dependent upon a number of factors which are
beyond our control, including the attributes of the deposit, commodity prices, government policies and regulation and environmental protection. Fluctuations in the market
prices of minerals may render Mineral Reserves and deposits containing relatively lower grades of mineralization uneconomic.
While our Springpole Project is currently in development, none of our other mineral properties are currently under development or production. The future development of any
properties found to be economically feasible will require applicable licenses and permits and will require the construction and operation of mines, processing plants and
related infrastructure. As a result, the development of any property will be subject to all of the risks associated with establishing new mining operations and business
enterprises, including, but not limited to:
● the timing and cost of the construction of mining and processing facilities;
● the availability and costs of skilled labour and mining equipment;
● the availability and cost of appropriate smelting and/or refining arrangements;
● the need to obtain necessary environmental and other governmental approvals and permits and the timing of those approvals and permits; and
● the availability of funds to finance construction and development activities.
It is common in new mining operations to experience unexpected problems and delays during development, construction and mine start-up. In addition, delays in the
commencement of mineral production often occur. Accordingly, there are no assurances that our activities will result in profitable mining operations or that mining operations
will be established at any of our properties.
Title risks
Title to mineral properties, as well as the location of boundaries on the ground may be disputed. Moreover, additional amounts may be required to be paid to surface right
owners in connection with any mineral exploration or development activities. At all properties where we have current or planned exploration activities, we believe that we
have either contractual, statutory, or common law rights to make such use of the surface as is reasonably necessary in connection with those activities.
We do not have title insurance for any of our mining claims and our ability to ensure that we have obtained secure claims to individual mineral properties or mining
concessions may be severely constrained. We have not conducted surveys of all our claims; therefore, the precise area and location of such claims may be in doubt. In
addition, many of our mineral properties have had previous owners, and third parties may have valid claims (known or unknown) underlying our interests therein.
Accordingly, our properties may be subject to prior unregistered liens, agreements, royalties, transfers or claims, including First Nations land claims, and title may be affected
by, among other things, undetected defects. In addition, we may be unable to explore our properties as permitted or to enforce our rights with respect to our properties. An
impairment to or defect in our title to our properties could have a material adverse effect on our business, financial condition or results of operation.
94
Mineral reserves/mineral resources
The properties in which we hold an interest are currently considered to be in the early exploration stage only and do not contain a known body of commercial minerals
beyond the PFS level. Mineral Resources and Mineral Reserves are, in large part, estimates and no assurance can be given that the anticipated tonnages and grades will be
achieved or that the particular level of recovery will be realized.
Mineral Resources on our properties have been determined based upon assumed cut-off grades, metal prices and operating costs at the time of calculation, as set out in the
applicable technical reports. Future production, if any, could differ dramatically from Mineral Resource and Mineral Reserve estimates because, among other reasons:
● mineralization or formations could be different from those predicted by drilling, sampling and similar examinations;
● calculation errors could be made in estimating Mineral Resources and Mineral Reserves;
● increases in operating mining costs and processing costs could adversely affect Mineral Resources and Mineral Reserves;
● the grade of the Mineral Resources and Mineral Reserves may vary significantly from time to time and there is no assurance that any particular level of metals may
be recovered from the ore; and
● declines in the market price of the metals may render the mining of some or all of the Mineral Reserves uneconomic.
Estimated Mineral Resources may require downward revisions based on changes in metal prices, further exploration or development activity, increased production costs or
actual production experience. This could materially and adversely affect estimates of the tonnage or grade of mineralization, estimated recovery rates or other important
factors that influence Mineral Resource and Mineral Reserve estimates.
Any reduction in estimated Mineral Resources as a result could require material write downs in investment in the affected mining property and increased amortization,
reclamation and closure charges, which could have a material and adverse effect on future cash flows for the property and on our earnings, results of operations and financial
condition.
Because we do not currently have any producing properties, mineralization estimates for our properties may require adjustments or downward revisions based upon further
exploration or development work or actual future production experience. In addition, the grade of mineralized material ultimately mined, if any, may differ from that indicated
by drilling results. There can be no assurance that minerals recovered in small-scale tests will be duplicated in large-scale tests under on- site conditions or in production
scale.
Extended declines in market prices for gold or other metals may render portions of our mineralization uneconomic and result in reduced reported mineralization. Any material
reductions in mineralization estimates, or of the ability to extract mineralized material from our properties, could (directly or indirectly) have a material adverse effect on our
results of operations or financial condition.
95
Capital costs, operating costs, production and economic returns
Actual capital costs, operating costs, production and economic returns with respect to our properties may differ significantly from those we have anticipated and there are no
assurances that any future development activities will result in profitable mining operations. The capital costs required to develop or take our projects into production may be
significantly higher than anticipated. To the extent that such risks impact upon any such properties, there may be a material adverse effect on results of operations on such
properties which may in turn have a material adverse effect on our financial condition.
None of our mineral properties have sufficient operating history upon which we can base estimates of future operating costs. Decisions about the development of these and
other mineral properties will ultimately be based upon feasibility studies. Feasibility studies derive estimates of cash operating costs based upon, among other things:
● anticipated tonnage, grades and metallurgical characteristics of the mineralized material to be mined and processed;
● anticipated recovery rates metals from the mineralized material;
● cash operating costs of comparable facilities and equipment; and
● anticipated climatic conditions.
Cash operating costs, production and economic returns, and other estimates contained in studies or estimates prepared by or for us, may differ significantly from those
anticipated by our current studies and estimates due to a variety of factors, including the impact of the COVID-19 crisis, and there can be no assurance that our actual
operating costs will not be higher than currently anticipated.
Property interests
The agreements pursuant to which we hold rights to certain of our properties provide that we must make a series of cash payments over certain time periods or make
minimum exploration expenditures. If we fail to make such payments or expenditures in a timely manner, we may lose some or all of our interest in those projects.
Availability of supplies
As with other mineral exploration companies, certain raw materials, supplies and other critical resources used in connection with our operations are obtained from a sole or
limited group of suppliers. Due to an increase in activity in the global mining sector, there has been an increase in global demand for such resources. In addition, the COVID-
19 outbreak may cause disruptions in global supply chains which may reduce or eliminate the availability of certain supplies, particularly those sourced from outside of
Canada. Any decrease in the supplier’s inventory could cause unanticipated cost increases, an inability to obtain adequate supplies and delays in delivery times, thereby
impacting operating costs, and timing of exploration and development programs.
96
Lack of infrastructure
The completion of the development of our development projects is subject to various requirements, including the availability and timing of acceptable arrangements for
electricity or other sources of power, water and transportation facilities. The lack of availability on acceptable terms or the delay in the availability of any one or more of these
items could prevent or delay the development of our exploration projects. If adequate infrastructure is not available in a timely manner, there can be no assurance that: the
development of our projects will be completed on a timely basis, if at all; any resulting operations will achieve the anticipated production volume; or the ongoing operating
costs associated with the development of our projects will not be higher than anticipated.
Personnel recruitment and retention
The success of our operations and development projects depend in part on our ability to attract and retain geologists, engineers, metallurgists and other personnel with
specialized skill and knowledge about the mining industry in the geographic areas in which we operate. The number of persons skilled in exploration and development of
mining properties is limited and competition for such persons is intense. As our business grows, we may require additional key financial, administrative, and mining
personnel as well as additional operations staff. There can be no assurance that we will be successful in attracting, training, and retaining qualified personnel as competition
for persons with these skill sets increases. Due to travel restrictions as a result of the COVID-19 crisis we may be unable to source additional personnel from outside the local
area, which may greatly reduce the number of potential qualified candidates for key positions. If we are unable to attract and retain sufficiently trained, skilled or experienced
personnel, our business may suffer and we may experience significantly higher staff or contractor costs, which could have a material adverse effect on our operations and
financial condition.
Financial risks
Substantial capital requirements
Our management team anticipates that we may make substantial capital expenditures for the exploration and development of our properties, in the future. As we are in the
exploration stage with no revenue being generated from the exploration activities on our mineral properties, we have limited ability to raise the capital necessary to undertake
or complete future exploration work, including drilling programs. As of the date of this AIF, financial markets have suffered significant disruption due to the COVID-19
crisis. There can be no assurance that debt or equity financing will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity
financing is available, that it will be on terms acceptable to us and any such financing may result in substantial dilution to existing shareholders. Moreover, future activities
may require us to alter our capitalization significantly. Our inability to access sufficient capital for our operations could have a material adverse effect on our financial
condition, results of operations or prospects. In particular, failure to obtain such financing on a timely basis could cause us to forfeit our interest in certain properties, miss
certain acquisition opportunities and reduce or terminate our operations.
97
History of net losses
We have received no revenue to date from activities on our properties, and there is no assurance that any of our properties will generate earnings, operate profitably or provide
a return on investment in the future. We have not determined that production activity is warranted as of yet on any of our mineral properties. Even if we (alone or in
conjunction with a third party) undertake development and production activities on any of our mineral properties, there is no certainty that we will produce revenue, operate
profitably or provide a return on investment in the future.
We are subject to all of the risks associated with new mining operations and business enterprises including, but not limited to:
● the timing and cost, which can be considerable, for the further construction of mining and processing facilities;
● the availability and costs of skilled labour, consultants, mining equipment and supplies;
● the availability and cost of appropriate smelting and/or refining arrangements;
● the need to obtain necessary environmental and other governmental approvals, licenses and permits, and the timing of those approvals, licenses and permits; and
● the availability of funds to finance construction and development activities.
It is common in new mining operations to experience unexpected problems and delays during construction, development, and mine start-up. In addition, delays in mineral
production often occur. Accordingly, there are no assurances that our activities will result in sustainable profitable mining operations or that we will successfully establish
mining operations or profitably produce metals at any of our other properties.
Potential volatility of share price
The securities markets in Canada have in the past experienced a high level of price and volume volatility, and the market price of securities of many junior companies have
experienced wide fluctuations in price. The market price of our shares may be volatile and could be subject to wide fluctuations due to a number of factors, including but not
limited to: actual or anticipated fluctuations in the results of our operations; changes in estimates of our future results of operations by management or securities analysts; and
general economic or industry changes. In addition, the financial markets are currently experiencing significant price and value fluctuations as a result of the COVID-19 crisis
that have particularly affected the market prices of equity securities of many venture issuers and that sometimes have been unrelated to the operating performance of these
companies. Broad market fluctuations, as well as economic conditions generally and in the mining industry specifically, may adversely affect the market price of our shares.
Non-Canadian investors
We are a public Canadian corporation, with our principal place of business in Canada. A majority of our directors and officers are residents of Canada and a significant
portion of our assets and the assets of a majority of our directors and officers are located outside the United States. Consequently, it may be difficult for US or foreign
investors to effect service of process within their local jurisdiction upon First Mining or its directors or officers or such experts who are residents of Canada, or to realize in
their local jurisdiction upon judgments of local courts (including, but not limited to, judgments predicated upon civil liabilities under the United States Securities Act of 1933,
as amended). Investors should not assume that Canadian courts: (i) would enforce judgments of foreign courts obtained in actions against First Mining or such directors,
officers or experts (including, but not limited to, judgments predicated upon the civil liability provisions of the US federal securities laws or the securities or “blue sky” laws
of any state within the United States); or (ii) would enforce, in original actions, liabilities against First Mining or such directors, officers or experts predicated upon foreign
securities laws (including, but not limited to, the US federal securities laws or any state securities or “blue sky” laws). In addition, the protections afforded by Canadian
securities laws may not be available to foreign investors.
98
Volatility of mineral prices
Metal prices are affected by numerous factors beyond our control, such as industrial demand, inflation and expectations with respect to the rate of inflation, the strength of the
US dollar and of other currencies, interest rates, forward sales by producers, production and cost levels, changes in investment trends, global and regional levels of supply and
demand, metal stock levels maintained by producers, inventory carrying costs, availability, demand and costs of metal substitutes, international economic and political
conditions, reduced demand resulting from obsolescence of technologies and processes utilizing metals and increased production due to new mine developments and
improved mining and production levels. Gold prices are sometimes subject to rapid short-term changes because of speculative activities, and the market price of gold and
other metals may not remain at current levels. If these prices were to decline significantly or for an extended period of time, we might be unable to continue our operations,
develop our properties or fulfill our obligations under agreements with our partners or under our permits and licenses. As a result, we might lose our interest in, or be forced
to sell, some of our properties. In the event of a sustained, significant drop in gold prices, we may be required to re-evaluate our assets, resulting in reduced estimates of
Mineral Resources and Mineral Reserves and in material write-downs of our investment in mining properties. Furthermore, since gold prices are established in US dollars, a
significant decrease in the value of the Canadian dollar relative to the US dollar coupled with stable or declining gold prices could adversely affect our results with respect to
development of and eventual sale of gold.
Global financial conditions
Global financial conditions have, at various times in the past and may, in the future, experience extreme volatility. Many industries, including the mining industry, are
impacted by volatile market conditions. Global financial conditions may be subject to sudden and rapid destabilizations in response to economic shocks or other events, such
as the evolving situation concerning the COVID-19 pandemic. A slowdown in the financial markets or other economic conditions, including but not limited to consumer
spending, employment rates, business conditions, inflation, fluctuations in fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial
markets, interest rates and tax rates, may adversely affect our growth and financial condition. Future economic shocks may be precipitated by a number of causes, including
government debt levels, fluctuations in the price of oil and other commodities, the volatility of metal prices, geopolitical instability, changes in laws or governments, war,
terrorism, the volatility of currency exchanges, inflation or deflation, the devaluation and volatility of global stock markets, pandemics and natural disasters. Any sudden or
rapid destabilization of global economic conditions could impact our ability to obtain equity or debt financing in the future on terms favourable to us or at all. In such an
event, our operations and financial condition could be adversely impacted.
Public Health Crises
Our business, operations and financial condition could be materially adversely affected by the outbreak of epidemics, pandemics or other health crises, such as COVID-19,
and by reactions by government and private actors to such outbreaks. As at the date of this AIF, the global reactions to the spread of COVID-19 have led to, among other
things, significant restrictions on travel, quarantines, temporary business closures and a general reduction in consumer activity. While these effects are expected to be
temporary, the duration of the disruptions to business internationally and the related financial impact cannot be estimated with any degree of certainty at this time. Such public
health crises can result in disruptions and extreme volatility in financial markets and global supply chains as well as declining trade and market sentiment and reduced
mobility of people, all of which could impact commodity prices, interest rates, credit ratings, credit risk, availability of financing and inflation. The risks to the Company of
such public health crises also include risks to employee health and safety and may result in a slowdown or temporary suspension of operations at some or all of our mineral
properties as well as our head office. Although we are currently continuing certain head office and administrative functions remotely, many other functions, including the
conduct of exploration and development programs, cannot be conducted remotely and may be impacted or delayed if we experience additional limitations on employee
mobility.
99
As of the date of this AIF, the province of Ontario is currently subject to a number of emergency orders (the “Emergency Orders”) resulting from COVID-19 which impose
various restrictions on workplaces in the province. Our exploration properties in Ontario are at present not directly affected by the Emergency Orders. However, there can be
no guarantee that they will not be in the future or that governments in other provinces in which we have mineral properties will not pass orders reducing or preventing access
to our properties. Any such orders may have a material adverse effect upon ongoing exploration programs at our properties and, ultimately, on our business and financial
condition. At this point, the extent to which COVID-19 may impact us remains uncertain; however, it is possible that COVID-19 could have a material adverse effect on our
business, results of operations and financial condition.
Dividends
To date, we have not paid any dividends on our outstanding common shares and we have no plans to declare or pay dividends in the near future. Any decision to pay
dividends on our shares will be made by our Board on the basis of our earnings, financial requirements and other conditions.
Dilution
The number of common shares we are authorized to issue is unlimited. We may, in our sole discretion, issue additional common shares from time to time, and the interests of
the shareholders may be diluted thereby.
Political risks
Indigenous peoples
Various international and national laws, codes, court decisions, resolutions, conventions, guidelines, and other materials (collectively, the “Instruments”) relate to the rights
of Indigenous peoples, including the First Nations and Metis of Canada. We operate in some areas presently or previously inhabited or used by Indigenous peoples including
areas in Canada over which Indigenous peoples have established or asserted Aboriginal treaty rights, Aboriginal title, or Aboriginal rights. Many of these rights or titles
impose obligations on governments and private parties as they relate to the rights of Indigenous people concerning resource development. Some mandate that government
consult with, and if required, accommodate Indigenous people for government actions which may affect Indigenous people, including actions to approve or grant mining
rights or exploration, development or production permits. The obligations of government and private parties under the various international and national Instruments
pertaining to Indigenous people continue to evolve and be defined.
Government policy and its implementation regarding Indigenous consultation (including the requirements that are imposed on the mining industry) and accommodation
continue to change. In certain circumstances, Indigenous communities are entitled to be consulted prior to, and during, resource development. The consultation and
accommodation process and expectations of parties (government, Indigenous communities and industry proponents) involved can vary considerably from project to project,
within stages of the project life and among Indigenous communities. There can be overlapping or inconsistent Indigenous or treaty claims respecting a project. These can
contribute to process uncertainty, increased costs, delay in receiving required approvals, and potentially, an inability to secure the required approvals for a project, each of
which could have a material adverse effect on the Company’s business, operations, results of operations, financial condition and future prospects. In addition, the federal
government has committed to introducing legislation to implement the United Nations Declaration on the Rights of Indigenous Peoples (“UNDRIP”). Some provinces and
territories are also considering, or have introduced similar legislation. It is uncertain how the federal and other governments intend to implement UNDRIP. Implementation
may add additional uncertainty as to the nature and extent of Aboriginal rights or title and may also include new processes and additional consultation requirements for
project development and operations, which may increase costs, increase approval timelines and impose development and operational additional obligations or restrictions.
100
Our current operations and current and future exploration program may be subject to a risk that one or more groups of Indigenous people may oppose the operations on
development of any of our properties or on properties in which we hold a direct or indirect interest, even where we have entered into agreements with applicable Indigenous
and non-Indigenous authorities. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or
other forms of public expression against our activities. Opposition by Indigenous people to our operations may require modification of or preclude development of our
projects or may require us to enter into agreements with Indigenous people with respect to projects on such properties. Such agreements or restrictions on operations may
have a material adverse effect on our business, financial condition and results of operations. Even where such agreements have been entered into, there can be no certainty
that there will not be disagreements between the Company and groups or sub-groups of Indigenous persons which may result in project delays or have other material adverse
effects on the Company.
Regulatory risks
Government approvals
Our activities are subject to government approvals, various laws governing prospecting, development, land resumptions, production taxes, labour standards and occupational
health, mine safety, toxic substances and other matters, including issues affecting local First Nations populations. The costs associated with compliance with these laws and
regulations can be substantial. Although we believe our activities are carried out in accordance with all applicable rules and regulations, no assurance can be given that new
rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development, or cause
additional expense, capital expenditures, restrictions or delays in the development of our properties. Amendments to current laws and regulations governing operations and
activities of exploration and mining, or more stringent implementation thereof, could have a material adverse impact on our business, operations and financial performance.
Further, the mining licenses and permits issued in respect of our projects may be subject to conditions which, if not satisfied, may lead to the revocation of such licenses. In
the event of revocation, the value of our investments in such projects may decline.
Mineral claims, licenses and permitting
Our mineral claims, licenses and permits are subject to periodic renewal and may only be renewed a limited number of times for a limited period of time. While we anticipate
that renewals will be given as and when sought, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will
not be imposed in connection therewith. Our business objectives may also be impeded by the costs of holding and/or renewing the mineral claims, licenses and permits. In
addition, the duration and success of efforts to obtain and renew mineral claims, licenses and permits are contingent upon many variables not within our control.
Our current and anticipated future operations, including further exploration, development activities and commencement of production on our properties, require licenses and
permits from various governmental authorities. Our business requires many environmental, construction and mining permits, each of which can be time-consuming and costly
to obtain, maintain and renew. In connection with our current and future operations, we must obtain and maintain a number of permits that impose strict conditions,
requirements and obligations on the Company, including those relating to various environmental and health and safety matters. To obtain, maintain and renew certain permits,
we are required to conduct environmental assessments pertaining to the potential impact of our operations on the environment and to take steps to avoid or mitigate those
impacts. We cannot be certain that all licenses and permits that we may require for our operations will be obtainable on reasonable terms or at all. Delays or a failure to obtain
such licenses and permits, or a failure to comply with the terms of any such licenses and permits that we have obtained, could have a material adverse impact on First Mining.
101
On August 28, 2019, the Impact Assessment Act came into force and replaced the Canadian Environmental Assessment Act, thereby establishing a new environmental
assessment process. It is uncertain how the new assessment process adopted by the federal government will result in a more efficient approval process. The Impact
Assessment Act broadens the assessment factors to include health, economy, social, gender, and sustainability considerations. The lack of regulatory certainty is likely to have
an influence on investment decisions for major projects. Even when projects are approved on a federal level, such projects often face further delays due to interference by
provincial and municipal governments, as well as court challenges related to issues such as Indigenous rights, the government's duty to consult and accommodate Indigenous
peoples and the sufficiency of the relevant environmental review processes. Such political and legal opposition creates further uncertainty.
Anti-bribery legislation
Our activities are subject to a number of laws that prohibit various forms of corruption, including domestic laws, that prohibit both commercial and official bribery and anti-
bribery laws that have a global reach such as the Corruption of Foreign Public Officials Act. The increasing number and severity of enforcement actions in recent years
present particular risks with respect to our business activities, to the degree that any employee or other person acting on our behalf might offer, authorize, or make an
improper payment to a government official, party official, candidate for political office, or political party, an employee of a state-owned or state-controlled enterprise, or an
employee of a public international organization.
Transparency in the extractive industry
The Canadian Extractive Sector Transparency Measures Act (“ESTMA”) came into force on June 1, 2015 and applies to fiscal periods which commenced after that date. As
a result, as a Canadian publicly listed corporation we must report annually on payments of $100,000 or more made to any level of government in Canada or abroad related to
a single project. The reporting applies to taxes, licences, fees, royalties, production entitlements, bonuses, dividends, fines and infrastructure payments. Our reports under
ESTMA are publicly available on the Department of Natural Resources website (www.nrcan.gc.ca).
Environmental risks
Environmental laws and regulations
All phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and
state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions, conditions and prohibitions on, amongst other things, spills,
releases or emissions of various substances produced in association with mining operations and development. The legislation also requires that mines and exploration sites be
operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities and may require the deposit of adequate reclamation and remediation
security. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be
material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital
expenditures and operating costs. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and
employees. Companies engaged in exploration and development of mineral properties may from time to time experience increased costs and delays in exploration and
production as a result of the need to comply with applicable laws, regulations and permits. The cost of compliance with changes in governmental regulations has a potential to
reduce the profitability of operations.
102
We believe we are in substantial compliance with all material laws and regulations which currently apply to our activities. We cannot give any assurance that, notwithstanding
our precautions and limited history of activities, breaches of environmental laws (whether inadvertent or not) or environmental pollution will not result in additional costs or
curtailment of planned activities and investments, which could have a material and adverse effect on our future cash flows, earnings, results of operations and financial
condition. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by
regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional
equipment, or remedial actions. Companies engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities
and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws even where there has been no
intentional wrong-doing.
Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a
material adverse impact on us and cause increases in capital expenditures or any future production costs or require abandonment or delays in the development of new mining
properties.
Compliance with emerging climate change regulations
Climate change is an international concern and poses risks to issuers of both direct and indirect effects of physical climate changes and government policy including climate
change legislation and treaties. Both types of risks could result in increased costs, and therefore decreased profitability of our operations. Governments at all levels may be
moving towards enacting legislation to address climate change concerns, such as requirements to reduce emission levels and increase energy efficiency, and political and
economic events may significantly affect the scope and timing of climate change measures that are ultimately put in place. Where legislation has already been enacted, such
regulations may become more stringent, which may result in increased costs of compliance. There is no assurance that compliance with such regulations will not have an
adverse effect on our results of operations and financial condition. Furthermore, given the evolving nature of the debate related to climate change and resulting requirements,
it is not possible to predict the impact on our results of operations and financial condition.
Climate change may result in a number of physical impacts on our business, including an increasing frequency of extreme weather events (such as increased periods of snow
and increased frequency and intensity of storms), water shortages and extreme temperatures, which have the potential to disrupt our exploration and development plans and
may have other impacts on our business, including transportation difficulties and supply disruptions. Our emergency plans for managing extreme weather conditions may not
be sufficient and extended disruptions could have adverse effects on our results of operations and financial condition.
Industry risks
Speculative nature of mineral development activities
Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting
not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, may, for a variety of factors not be economic to produce.
103
The marketability of minerals acquired or discovered by us may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such
as:
● market fluctuations;
● the proximity and capacity of milling facilities;
● mineral markets;
● processing equipment; and
● government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection.
Estimates of Mineral Resources, Mineral Reserves, mineral deposits and production costs can also be affected by such factors as:
● environmental permitting regulations and requirements;
● weather;
● environmental factors;
● unforeseen technical difficulties;
● unusual or unexpected geological formations; and
● work interruptions.
In addition, the grade of mineralized material ultimately mined may differ from that indicated by drilling results.
Short term factors relating to mineral properties, such as the need for orderly development of mineralized bodies or the processing of new or different grades, may also have
an adverse effect on mining operations and on the results of operations. Material changes in Mineral Reserves, grades, stripping ratios or recovery rates may affect the
economic viability of any project.
Our mineral properties are all in the exploration stage only and are without known bodies of commercial mineralized material. Few properties which are explored are
ultimately developed into producing mines. Major expenses may be required to establish Mineral Reserves, develop metallurgical processes and construct mining and
processing facilities at a particular site. There is no assurance that our mineral exploration activities will result in any discoveries of new commercial bodies of mineralized
material. There are no reassurances that commercial production activities will commence on any of our properties.
104
Competition
The mining industry is highly competitive. We compete with companies for the acquisition, exploration and development of gold and other precious and base metals, and for
capital to finance such activities, and such companies may have similar or greater financial, technical and personnel resources available to them.
Other risks
Reliance on key employees
We manage our business with a number of key personnel, including key contractors, the temporary or permanent loss or unavailability (including as a result of exposure to or
quarantine as a result of COVID-19) of a number of whom could have a material adverse effect on us. In addition, as our business develops and expands, we believe that our
future success will depend greatly on our continued ability to attract and retain highly-skilled and qualified personnel and contractors. In assessing the risk of an investment in
our shares, potential investors should realize that they are relying on the experience, judgment, discretion, integrity and good faith of our management team and board of
directors. We cannot be certain that key personnel will continue to be employed by us or that we will be able to attract and retain qualified personnel and contractors in the
future. Failure to retain or attract key personnel could have a material adverse effect on us. We do not maintain “key person” insurance policies in respect of our key
personnel.
Conflicts of interest
Certain directors and officers will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including
mineral companies) and, as a result of these and other activities, such directors and officers may become subject to conflicts of interest. The BCBCA provides that if a director
has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director must disclose his interest in such contract or agreement and
must refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise,
such conflicts will be resolved in accordance with the provisions of the BCBCA and in accordance with our Code of Business Conduct and Ethics. As a result of a conflict of
interest, we may miss the opportunity to participate in certain transactions, which may have a material adverse effect on our financial position.
Uninsured risks
Our business is subject to a number of risks and hazards, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological
conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena, such as inclement weather conditions, floods and earthquakes.
Such occurrences could result in damage to our properties, personal injury or death, delays in program development, monetary losses and possible legal liability.
Despite efforts to attract and retain qualified personnel, as well as the retention of qualified consultants, to manage our interests, even when those efforts are successful,
people are fallible and human error and mistakes could result in significant uninsured losses to us. These could include, but are not limited to, loss or forfeiture of mineral
claims or other assets for non‐payment of fees or taxes, erroneous or incomplete filings or non‐fulfillment of other obligations, significant tax liabilities in connection with
any tax planning effort we might undertake or mistakes in interpretation and implementation of tax laws and practices, and legal claims for errors or mistakes by our
personnel.
105
Although we maintain insurance to protect against certain risks in amounts that we consider reasonable, our insurance will not cover all the potential risks associated with our
operations. We may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may
not be adequate to cover any resulting liability. Moreover, insurance against certain risks, such as environmental pollution or other hazards as a result of exploration and
production, is not generally available to us or to other mineral exploration companies on acceptable terms. We may also become subject to liability for pollution or other
hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to
incur significant costs that could have a material adverse effect upon our financial performance, results of operations and business outlook.
Litigation and regulatory proceedings
We may be subject to civil claims (including class action claims) based on allegations of negligence, breach of statutory duty, public nuisance or private nuisance or otherwise
in connection with our operations, or investigations relating thereto. While we are presently unable to quantify any potential liability under any of the above heads of damage,
such liability may be material to us and may materially adversely affect our ability to continue operations. In addition, we may be subject to actions or related investigations
by governmental or regulatory authorities in connection with our business activities, including, but not limited to, current and historic activities at our mineral properties. Such
actions may include prosecution for breach of relevant legislation or failure to comply with the terms of our licenses and permits and may result in liability for pollution, other
fines or penalties, revocations of consents, permits, approvals or licenses or similar actions, which could be material and may impact the results of our operations. Our current
insurance coverage may not be adequate to cover any or all the potential losses, liabilities and damages that could result from the civil and/or regulatory actions referred to
above.
Future Acquisitions and Dispositions
As part of our business strategy, we have sought and may continue to seek new mining and exploration opportunities in the mining industry. In pursuit of such opportunities,
we may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses
into us. Ultimately, any acquisitions would be accompanied by risks, which could include:
● a significant change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio;
● a material ore body could prove to be below expectations;
● difficulty in integrating and assimilating the operations and workforce of any acquired companies;
● realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise;
● the bankruptcy of parties with whom we have arrangements;
106
● maintaining uniform standards, policies and controls across the organization;
● disruption of our ongoing business and its relationships with employees, suppliers, contractors and other stakeholders as we integrate the acquired business or assets;
● the acquired business or assets may have unknown liabilities which may be significant;
● delays as a result of regulatory approvals; and
● exposure to litigation (including actions commenced by shareholders) in connection with the transaction.
Any material issues that we encounter in connection with an acquisition could have a material adverse effect on our business, results of operations and financial position.
Joint ventures
Our business plan anticipates that we may retain interest in properties which we have transferred in whole or in part to other parties who may choose to establish mining
operations, and that interest may be in the form of a joint venture or earn-in arrangement, such as the Earn-In Agreement entered into in relation to the Pickle Crow Project.
The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on our profitability or the viability of our interests
that may be held through joint venture arrangements, including the Pickle Crow Project, which could have a material adverse impact on our future cash flows, earnings,
results of operations and financial condition:
● disagreements with joint venture partners on how to develop and operate mines efficiently;
● inability to exert influence over certain strategic decisions made in respect of joint venture properties;
● inability of joint venture partners to meet their obligations to the joint venture or third parties; and
● litigation between joint venture partners regarding joint venture matters.
We do not intend to be the operator of the Pickle Crow Project and therefore the success of any operations will be dependent on our joint venture partner (who will act as
operator). We are subject to the decisions made by the operator in the operation of the Pickle Crow Project and we will have to rely on the operator for accurate information
about the project. Failure by the operator to prudently manage the operations of the Pickle Crow Project could have a material adverse effect on our business, results of
operations and financial position.
107
Future Sales of Shares
Sales of a substantial number of our shares in the public market could occur at any time following, or in connection with, the completion of any offering. These sales, or the
market perception that the holders of a large number of our shareholders intend to sell our shares, could reduce the market price of our shares. A decline in the market price of
the shares could impair our ability to raise additional capital through the sale of securities should we desire to do so.
The issuance of shares to shareholders whose investment profile may not be consistent with our business may lead to significant sales of our shares or a perception that such
sales may occur, either of which could have a material adverse effect on the market for and market price of our shares. We are unable to predict the effect that sales may have
on the then prevailing market price of our shares.
Reputation Loss
Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to our overall
ability to advance our projects, thereby having a material adverse impact on our financial performance, financial condition and growth prospects. Damage to our reputation
can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity (for example, with respect to our handling of
environmental matters or our dealings with community groups), whether true or not. The increased usage of social media and other web-based tools used to generate, publish
and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views in
regards to us and our activities, whether true or not. We do not ultimately have direct control over how we are perceived by others and reputational loss could have a material
adverse impact on our financial performance, financial condition and growth prospects.
Equity Price Risk
The Company is exposed to equity price risk as a result of holding equity investments, which comprise of marketable securities and mineral property investments, in other
mineral property exploration companies.
Foreign Currency Risk
The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company operates in Canada and the United States, and a portion of the
Company’s expenses are incurred in Canadian dollars and US dollars. A significant change in the currency exchange rates between the Canadian and US currencies could
have an effect on the Company’s results of operations, financial position or cash flows.
Interest Rate Risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company does not have any borrowings that are subject to
fluctuations in market interest rates. Interest rate risk is limited to potential decreases on the interest rate offered on cash and cash equivalents held with chartered Canadian
financial institutions. The Company considers this risk to be immaterial.
108
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments
which are potentially subject to credit risk for the Company consist primarily of cash and cash equivalents, accounts and other receivables, and the reclamation deposit. The
Company considers credit risk with respect to its cash and cash equivalents to be immaterial as cash and cash equivalents are mainly held through large Canadian financial
institutions.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it will have sufficient
cash to allow it to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the
Company’s reputation. The Company manages its liquidity risk by preparing annual estimates of exploration and administrative expenditures and monitoring actual
expenditures compared to the estimates to ensure that there is sufficient capital on hand to meet ongoing obligations.
Capital Risk Management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and retention of its
mineral properties. The Company has historically demonstrated the ability to raise new capital through equity issuances and/or through surplus cash as part of its acquisitions.
In the management of capital, the Company includes the components of shareholders’ equity as well as cash.
Financing Risks
The Company has finite financial resources, has no current source of operating cash flow and has no assurance that additional funding will be available to it for its future
activities, including exploration or development of mineral projects. Such further activities may be dependent upon the Company’s ability to obtain financing through equity
or debt financing or other means. As a result of the ongoing COVID-19 crisis, global financial markets, and the economy in general, are experiencing extreme volatility which
may impact our ability to obtain financing. Failure to obtain additional financing could result in delay or indefinite postponement of exploration and development of the
Company’s existing mineral projects and could result in the loss of one or more of its properties.
Other risks
Our business and operations are subject to a number of risks and hazards including:
● environmental hazards;
● discharge of pollutants or hazardous chemicals;
● industrial accidents;
● failure of processing and mining equipment;
109
● labour disputes;
● supply problems and delays (including as a result of public health crises);
● changes in regulatory environment;
● encountering unusual or unexpected geologic formations or other geological or grade problems;
● encountering unanticipated ground or water conditions;
● cave-ins, pit-wall failures, flooding, rock bursts and fire;
● periodic interruptions due to inclement or hazardous weather conditions;
● uncertainties relating to the interpretation of drill results;
● inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;
● results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration or development results will not be consistent with our
expectations;
● the potential for delays in exploration or the completion of feasibility studies; and
● other acts of God or unfavourable operating conditions.
Such risks could result in damage to, or destruction of, properties or equipment, personal injury or death, loss of key employees, environmental damage, delays in
development programs, monetary losses and possible legal liability. Satisfying such liabilities may be very costly and could have a material adverse effect on future cash flow,
results of operations and financial condition.
Legal proceedings
There are no material legal proceedings which we are or were a party to or to which our properties are or were subject, either during the financial year ended December 31,
2020 or as of the date of this AIF, nor are we aware that any material proceedings are contemplated.
During the financial year ended December 31, 2020, and as of the date of this AIF, we have not had any penalties or sanctions imposed by a court relating to securities
legislation or by a securities regulatory authority, or by a court or regulatory body. We have also never been involved in a settlement agreement before a court relating to
securities legislation or with a securities regulatory authority.
110
Investor information
Share capital
Our authorized share capital consists of:
● an unlimited number of common shares; and
● an unlimited number of preferred shares, issuable in series.
Common shares
We can issue an unlimited number of common shares with no nominal or par value. As of December 31, 2020 and as of the date of this AIF, we had 697,216,453 common
shares and 697,369,936 common shares outstanding, respectively. All of our outstanding common shares are fully paid and non-assessable.
The following is a summary of the principal attributes of our common shares:
Voting rights
Holders of our common shares are entitled to vote on all matters that are to be voted on at any shareholder meeting, other than meetings that are only for holders of another
class or series of shares. Each common share you own represents one vote. There are no cumulative voting rights, and directors do not stand for re-election at staggered
intervals.
Dividends
Holders of our common shares are entitled to share pro rata in any profits of First Mining to the extent that such profits are distributed either through the declaration of
dividends by our Board or otherwise distributed to shareholders. There are no indentures or agreements limiting the payment of dividends. The Company has not paid any
dividends since incorporation and it has no plans to pay dividends for the foreseeable future.
Rights on dissolution
In the event of the liquidation, dissolution or winding up of First Mining, the holders of our common shares will be entitled to receive, on a pro rata basis, all of our assets
remaining after payment of all of our liabilities.
111
Pre-emptive, conversion and other rights
Holders of our common shares have no pre-emptive, redemption, purchase or conversion rights attaching to their shares, and our common shares, when fully paid, will not be
liable to further call or assessment. No other class of shares may be created without the approval of the holders of our common shares. There are no provisions discriminating
against any existing or prospective holder of our common shares as a result of such shareholder owning a substantial number of common shares. In addition, non-residents of
Canada who hold our common shares have the same rights as shareholders who are residents of Canada.
Preferred shares
We can issue an unlimited number of preferred shares with no nominal or par value. As of the date of this AIF, we did not have any preferred shares outstanding.
The preferred shares are issuable in series. The preferred shares of each series rank in parity with the preferred shares of every other series with respect to dividends and
return of capital and are entitled to a preference over the common shares and any other shares ranking junior to the preferred shares with respect to priority in the payment of
dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of First Mining.
Our Board of Directors is empowered to fix the number of shares and the rights to be attached to the preferred shares of each series, including the amount of dividends and
any conversion, voting and redemption rights. Subject to our articles of incorporation and to applicable law, the preferred shares as a class are not entitled to receive notice of
or attend or vote at meetings of the Company’s shareholders.
Security-based compensation and convertible securities
Security-based compensation
Our shareholders most recently approved the Company’s existing share-based compensation plan (the “Share-Based Compensation Plan”) on June 25, 2019. The maximum
number of common shares issuable under the Share-Based Compensation Plan, together with the number of common shares issuable under any other security-based
compensation arrangement of the Company, shall not in the aggregate exceed 10% of our issued and outstanding common shares.
The Share-Based Compensation Plan allows for the issuance of up to 10% of our issued and outstanding common shares as incentive share options (“Options”), bonus
shares, restricted share units, performance share units and deferred share units to our directors, officers, employees and consultants.
For a full description of the Share-Based Compensation Plan, see the section entitled “Particulars of the Matters to be Acted Upon – Approval of share-based compensation
plan” in our management information circular dated May 15, 2019.
As of December 31, 2020 and as of the date of this AIF, there were 45,820,000 Options and 54,410,000 Options, outstanding, respectively, with exercise prices ranging from
$0.25 to $0.95, and expiry dates ranging from June 16, 2021 to February 2, 2026.
112
Restricted share units
As of December 31, 2020 and as of the date of this AIF, there were NIL restricted share units (“RSUs”) and 1,550,000 RSUs outstanding, respectively.
Deferred share units
As of December 31, 2020 and as of the date of this AIF, there were NIL deferred share units (“DSUs”) and 40,000 DSUs outstanding, respectively.
Warrants
In addition to the outstanding Options, RSUs and DSUs noted above, as of December 31, 2020 and as of the date of this AIF, there were 93,085,657 share purchase warrants
and 93,075,657 share purchase warrants outstanding, respectively, to acquire common shares of First Mining at exercise prices ranging from $0.33 to $0.70, and with expiry
dates ranging from June 16, 2021 to July 2, 2025.
Escrowed securities
No common shares of First Mining were held in escrow or subject to a contractual restriction on transfer as at December 31, 2020.
Material contracts
With the exception of contracts made in the ordinary course of business, as of the date of this AIF, we have no material contracts other than the following:
Pickle Crow Earn-In Agreement
On March 12, 2020, we entered into the Pickle Crow Earn-In Agreement with Auteco pursuant to which Auteco may earn up to an 80% interest in PC Gold, a wholly-owned
subsidiary of First Mining that owns the Pickle Crow Project. During the term of the Pickle Crow Earn-In Agreement, Auteco will be the operator of the Pickle Crow Project
and will be responsible for all project expenditures.
As upfront consideration, we received $50,000 cash in January 2020 (as consideration for entering into a term sheet as a precursor to the definitive agreement), and we
received $50,000 in cash concurrently with the execution of the Pickle Crow Earn-In Agreement. In addition, First Mining received 25,000,000 shares of Auteco (“Auteco
Shares”) in connection with the execution of the Pickle Crow Earn-In Agreement.
113
The key terms of the Pickle Crow Earn-In Agreement are as follows:
Stage 1 Earn-In (51% earn-in)
Three-year initial earn-in period for Auteco to acquire a 51% interest in PC Gold (and thereby a 51% interest in the Pickle Crow Project) by:
● incurring $5 million of exploration and environmental expenditures on the Pickle Crow Project, of which $750,000 in exploration expenditures must be incurred
within the first 12 months; and
● issuing an additional 100,000,000 Auteco Shares to First Mining (the “Stage 1 Earn-In Shares”).
Stage 2 Earn-In (additional 19% to earn-in to 70%)
Upon completion of the Stage 1 Earn-In, Auteco will have a two-year follow-on period to acquire an additional 19% interest in PC Gold (and thereby an additional 19%
interest in the Pickle Crow Project), by:
● incurring a further $5 million of exploration expenditures on the Pickle Crow Project;
● paying First Mining $1 million in cash payment within 90 days of incurring the above-mentioned additional exploration expenditures; and
● granting First Mining a 2% NSR royalty on the Pickle Crow Project (1% of which can be bought back by Auteco for US$2.5 million).
Buy-In (additional 10% to earn-in to 80%)
Upon completion of the Stage 2 Earn-In, Auteco will have an option to acquire an additional 10% of PC Gold (and thereby an additional 10% interest in the Pickle Crow
Project), exercisable at any time after completion of the Stage 2 Earn-In, by paying First Mining $3 million in cash.
114
Additional Terms
● Upon completion of the Stage 1 Earn-in, First Mining and Auteco (through a wholly-owned subsidiary) will execute a joint venture shareholders’ agreement with
respect to PC Gold (at which point PC Gold will become a joint venture company).
● First Mining will be free carried, at a 20% interest, until the earlier of the termination of the Pickle Crow Earn-In Agreement or a decision to mine by Auteco.
Auteco will require shareholder approval to issue the Stage 1 Earn-In Shares to First Mining. We may terminate the Pickle Crow Earn-In Agreement if such shareholder
approval is not obtained.
A copy of the Pickle Crow Earn-In Agreement is available under our SEDAR profile at www.sedar.com.
Silver Stream Agreement
On June 10, 2020, First Mining and its wholly-owned subsidiary, Gold Canyon, entered into the Silver Stream Agreement with First Majestic pursuant to which First Majestic
agreed to purchase 50% of the payable silver produced from Springpole for the life of the project.
The key terms of the Silver Stream Agreement are as follows:
Consideration Details
● In return for its share of payable silver produced from the Springpole Project once production has commenced, First Majestic will make ongoing cash payments to
First Mining equal to 33% of the lesser of the average spot price of silver for the applicable calendar quarter, and the spot price of silver at the time of delivery,
subject to a price cap of US$7.50 per ounce of silver (the “Price Cap”). The Price Cap is subject to annual inflation escalation of 2%, commencing at the start of the
third year of commercial production at Springpole.
● First Majestic agreed to pay US$10,000,000 to First Mining upon closing of transaction, with US$2,500,000 of this amount payable in cash, and the remaining
US$7,500,000 payable in common shares of First Majestic (the “First Majestic Shares”) based on the volume-weighted average trading price (“VWAP”) of the
First Majestic Shares on the TSX for the 20 trading days up to the day immediately prior to the closing date. These cash and share payments were made to First
Mining when the Silver Stream transaction closed on June 10, 2020.
● First Majestic agreed to pay First Mining an additional US$7,500,000 within five business days of a public announcement by First Mining of the completion of a
positive PFS for Springpole, with US$3,750,000 of this amount payable in cash, and the remaining US$3,750,000 payable in First Majestic Shares (based on the 20-
day VWAP of First Majestic Shares as of the date of First Mining’s public announcement). These cash and share payments were made to First Mining five business
days after the Company’s news release in January 2021 announcing the positive results of a PFS for the Springpole Project.
● First Majestic will pay a final amount of US$5,000,000 to First Mining upon the Company receiving approval of either a federal or provincial Environmental
Assessment for Springpole, with US$2,500,000 million of this amount payable in cash, and the remaining US$2,500,000 million payable in First Majestic Shares
(based on the 20-day VWAP of First Majestic Shares as of the date of such approval).
115
Other Transaction Terms
● First Mining agreed to issue 30 million Warrants to First Majestic on the closing date of the Silver Stream Transaction, with each Warrant entitling First Majestic to
purchase one common share of First Mining at an exercise price of $0.40 for a period of five years. These warrants were issued to First Majestic when the Silver
Stream transaction closed on June 10, 2020.
● We have the right to repurchase 50% of the Silver Stream by paying US$22,500,000 to First Majestic at any time prior to the commencement of commercial
production at Springpole.
● We have granted a right of first refusal to First Majestic with respect to any future silver stream financings for Springpole.
● First Mining and First Majestic agreed to form a three-member technical committee (the “Technical Committee”) comprised of two members from First Mining and
one member from First Majestic. The Technical Committee will advise First Mining on metallurgical testing, process flow sheet development and through the
completion of the PFS and Feasibility studies for Springpole. This Technical Committee was established following the closing of the Silver Stream transaction on
June 10, 2020.
Treasury Metals SPA
On June 3, 2020, Treasury Metals and First Mining entered into the Treasury Metals SPA pursuant to which Treasury Metals agreed to acquire all of the issued and
outstanding shares of Tamaka, a wholly-owned subsidiary of First Mining at that time that owns the Goldlund Project (through its own wholly-owned subsidiary, Goldlund
Resources Inc.).
The key terms of the Treasury Metals SPA are as follows:
Consideration Details
● In exchange for acquiring all of the issued and outstanding shares of Tamaka, Treasury Metals agreed to issue First Mining 130,000,000 common shares of Treasury
Metals (“TML Shares”) and 35,000,000 Warrants of Treasury Metals (“TML Warrants”) with an exercise price of $0.50 and a three-year term.
● Treasury Metals agreed to grant First Mining a 1.5% NSR royalty on all claims that comprise the Goldlund Project, 0.5% of which can be bought back by Treasury
Metals at any time by paying the $5,000,000 in cash to First Mining.
● Treasury Metals will pay $2,500,000 in cash to First Mining upon receipt of a mining lease to extract material from an open pit mine at the Goldlund Project.
● Treasury Metals will pay $2,500,000 in cash to First Mining upon 300,000 tonnes of ore being extracted from a mine at the Goldlund Project.
116
Other Transaction Terms
● First Mining has agreed to use commercially reasonable efforts to distribute up to 70,000,000 TML Shares, and all 35,000,000 TML Warrants, to First Mining's
shareholders within twelve months of the closing of the Treasury Metals Transaction (the “Distribution”), and Treasury Metals has agreed to use commercially
reasonable efforts to list the TML Warrants on the TSX and the OTCQX following the Distribution.
● Upon closing of the Treasury Metals Transaction, First Mining will be entitled to nominate three directors of a seven-member Board of Directors of Treasury Metals
(the “Treasury Board”). After closing, First Mining will continue to have the right to nominate three directors to the Treasury Board until the later of (1) the next
meeting of shareholders of Treasury Metals at which directors are to be elected, and (2) the earlier of (i) the date of the Distribution, and (ii) the date that is 12
months from the closing date of the transaction.
● If at any time after closing First Mining holds between 10% and 19.9% of the issued and outstanding TML Shares, we will have the right to nominate two directors
to the Treasury Board. If our share ownership in Treasury Metals is reduced to between 5% and 9.9% of the issued and outstanding TML Shares, we will have the
right to only nominate one director to the Treasury Board.
● Upon closing, Treasury Metals will constitute a Technical Committee to oversee project development of the consolidated Goldlund-Goliath assets. The Technical
Committee will consist of four members, with First Mining initially entitled to appoint two members of the committee.
● Following closing, as long as we hold more than 19.9% of the issued and outstanding TML Shares, we will continue to have the right to appoint two members of the
Technical Committee.
● If at any time after closing the Treasury Metals Transaction our share ownership is reduced to between 10% and 19.9% of the issued and outstanding TML Shares,
we will have the right to only nominate one member of the Technical Committee.
After the Treasury Metals Transaction closed, Treasury Metals effected a three (3) for one (1) consolidation of the issued and outstanding TML Shares. As a result, following
this consolidation, First Mining now holds 43,333,333 TML Shares and 11,666,666 TML Warrants.
Market for our securities
Our common shares are listed and traded on the TSX under the symbol “FF”, on the OTC-QX under the symbol “FFMGF”, and on the Frankfurt Stock Exchange under the
symbol “FMG”.
We have a registrar and transfer agent for our common shares:
Computershare Investor Services Inc.
510 Burrard Street, 2nd Floor, Vancouver, British Columbia V6C 3B9.
117
Prior sales
During our most recently completed financial year we issued the following securities which are not listed or quoted on a marketplace:
Warrants
Date of Issuance
February 14, 2020
February 28, 2020
March 6, 2020
July 2, 2020
August 26, 2020
TOTAL
Notes:
Number of Warrants Issued
5,000,000 (1)
11,664,409 (2)
2,045,750 (3)
30,000,000 (4)
28,750,000 (5)
77,460,159
Exercise Price ($)
0.33
0.33
0.33
0.40
0.70
Expiry Date
February 14, 2023
February 28, 2023
March 6, 2023
July 2, 2025
August 26, 2022
(1) Issued in connection with the 2020 Tranche 1 Offering.
(2) Issued in connection with the 2020 Tranche 2 Offering.
(3) Issued in connection with the 2020 Tranche 3 Offering.
(4) Issued to First Majestic pursuant to the Silver Stream Agreement.
(5) Issued in connection with the Bought Deal Financing.
Stock Options
Date of Issuance
January 31, 2020
April 1, 2020
October 30, 2020
December 1, 2020
TOTAL
Notes:
Number of Stock Options Issued
8,750,000 (1)
1,100,000 (2)
900,000 (3)
600,000 (4)
11,350,000
Exercise Price ($)
0.25
0.25
0.43
0.405
Expiry Date
January 31, 2025
April 1, 2025
October 30, 2025
December 31, 2020
(1) Issued to directors, officers, employees and consultants of First Mining.
(2) Issued to two new directors, a new employee and a consultant of First Mining.
(3) Issued to a new director, a new employee and a consultant of First Mining.
(4) Issued to a new employee of First Mining.
118
Trading activity
The table below shows the high and low closing prices and trading volumes of our common shares on the TSX for each month of our most recently completed financial year.
2020
January
February
March
April
May
June
July
August
September
October
November
December
TOTAL
High ($)
0.270
0.270
0.220
0.240
0.290
0.425
0.500
0.550
0.485
0.510
0.480
0.430
Volume
9,495,626
14,075,624
22,346,140
11,285,777
18,103,239
30,549,344
32,848,762
29,139,522
25,317,350
23,039,657
16,624,150
12,785,428
245,610,619
Low ($)
0.230
0.205
0.150
0.175
0.210
0.300
0.440
0.435
0.440
0.430
0.375
0.395
119
Our team
Directors
All our directors are elected for a one-year term, and hold office until our next annual shareholder meeting, unless he or she resigns before that time or steps down, as required
by corporate law. The directors of First Mining as of the date of this AIF are as follows:
Director
Board committees
Principal occupation or employment
for past five years
Chairman of the Board
Director and Chairman of First Mining since March 30, 2015
Audit Committee
Compensation Committee
Corporate Governance &
Nominating Committee
November 2001 to present – Founder, President and Chief Executive
Officer, First Majestic Silver Corp. (mining company)
December 1998 to present – Director, First Majestic Silver Corp. (mining
company)
Keith Neumeyer
Zug, Switzerland
Director since
March 30, 2015
Ownership of Securities:
Director
Leanne Hall
Ontario, Canada
Director since
October 30, 2020
Ownership of Securities:
15,730,313 shares
750,000 warrants
Board committees
Compensation
Committee
6,852,500 options
NIL DSUs
Principal occupation or employment
for past five years
Director of First Mining since October 30, 2020
December 2019 to present – Chief Executive Officer of Creative Fire
(100% owned Indigenous strategy, engagement, research and data
analytics firm)
August 2019 to present – Vice President of Des Nedhe Development
Corporation (Indigenous economic development corporation)
February 2016 to August 2019 – Partner and National Leader of
Indigenous practice group at Deloitte Canada (professional services firm)
NIL shares
NIL warrants
425,000 options
40,000 DSUs
120
Director
Board committees
Principal occupation or employment
for past five years
Audit Committee
Director of First Mining since April 1, 2020
Compensation
Committee
Corporate Governance &
Nominating Committee (chair)
January 2020 to present – Senior Vice President and Project Director (NorthMet
Project) of Poly Met Mining, Inc., a wholly-owned subsidiary of PolyMet Mining
Corp. (mining company)
March 2019 to October 2019 – Construction Director of the Peschanka open pit
copper mine owned by KAZ Minerals Projects BV (mining company)
September 2018 to December 2019 – Senior Vice President of Arizona Mining Inc.
(mining company)
February 2016 to September 2017 – Project Director of Yara International’s Dallol
project
NIL shares
NIL warrants
500,000 options
NIL DSUs
Richard Lock
Utah, U.S.A.
Director since
April 1, 2020
Ownership of Securities:
Director
Board committees
Audit Committee
(chair)
Corporate Governance & Nominating
Committee
Principal occupation or employment
for past five years
Director of First Mining since March 30, 2015
February 2007 to present – Chief Financial Officer of First Majestic Silver Corp.
(mining company
Raymond L. Polman, CPA, CA
British Columbia, Canada
Director since
March 30, 2015
Ownership of Securities:
408,333 shares
NIL warrants
2,512,500 options
NIL DSUs
121
Director
Board committees
Principal occupation or employment
for past five years
None
Chief Executive Officer and a Director of First Mining since January 7, 2019
August 2020 to present – Director of Treasury Metals Inc. Corp. (mining company)
December 2018 to present – Director of South Star Mining Corp. (mining company)
September 2010 to present – Director of Providence Health Care (non-profit health
care provider)
February 2013 to April 2018 – Partner of Pacific Road Capital Management Pty Ltd.
(global private equity investment firm)
Daniel W. Wilton
British Columbia, Canada
Director since
January 7, 2019
Ownership of Securities:
4,600,000 shares
2,000,000 warrants
6,750,000 options
500,000 RSUs
122
Officers
The officers of our Company as of the date of this AIF are as follows:
Officer
Principal occupation or employment for past five years
Chief Executive Officer and a Director of First Mining since January 7, 2019
August 2020 to present – Director of Treasury Metals Inc. Corp. (mining company)
December 2018 to present – Director of South Star Mining Corp. (mining company)
September 2010 to present – Director of Providence Health Care (non-profit health care provider)
February 2013 to April 2018 – Partner of Pacific Road Capital Management Pty Ltd. (global private equity
investment firm)
Daniel W. Wilton
Chief Executive Officer
British Columbia, Canada
Ownership of Securities:
4,600,000 shares
2,000,000 warrants
6,750,000 options
500,000 RSUs
Officer
Principal occupation or employment for past five years
Chief Operating Officer of First Mining since April 2019
November 2018 to March 2019 – Managing Consultant, Project Development for Tinka Resources Limited
(mining company)
February 2018 to December 2018 – Managing Consultant, Project Development for Arizona Mining Inc.
(mining company)
January 2017 to February 2018 – Vice President, Project Development of Nevsun Resources Ltd. (mining
company)
January 2014 to December 2016 – Vice President, Project Development and Engineering for Pilot Gold Inc.
(mining company)
460,000 shares
187,500 warrants
3,325,000 options
350,000 RSUs
123
Kenneth Engquist
Chief Operating Officer
British Columbia, Canada
Ownership of Securities:
Officer
Principal occupation or employment for past five years
Chief Financial Officer of First Mining since September 2016
December 2020 to present – Director of Goldplay Mining Inc. (mining company)
June 2015 to September 2016 – Controller of First Mining
June 2013 to June 2015 – Director of Finance, Great Panther Silver Ltd. (mining company)
October 2011 to June 2013 – Controller, Alexco Resource Corp. (mining company)
Andrew Marshall, CA, CFA
Chief Financial Officer
British Columbia, Canada
Ownership of Securities:
229,500 shares
29,600 warrants
3,525,000 options
350,000 RSUs
Officer
Principal occupation or employment for past five years
Samir Patel, LL.B. (Hons)
General Counsel and
Corporate Secretary
British Columbia, Canada
Ownership of Securities:
General Counsel and Corporate Secretary of First Mining since January 2019
June 2020 to present – Director of IMC International Mining Corp. (mining company)
June 2016 to December 2018 – Corporate Counsel and Corporate Secretary of First Mining
November 2012 to May 2016 – Corporate Counsel and Corporate Secretary of Wellgreen Platinum Ltd.
(mining company)
November 2012 to February 2013 – Corporate Counsel and Corporate Secretary, Prophecy Coal Corp.
(mining company)
September 2009 to November 2012 – Associate, Securities & Capital Markets group, Borden Ladner Gervais
LLP (law firm)
220,000 shares
29,250 warrants
3,175,000 options
350,000 RSUs
124
To our knowledge, the total number of common shares that the directors and officers as a group either: (i) beneficially owned; or (ii) exercised direction or control over,
directly or indirectly, as at the date of this AIF was 21,398,146 common shares. This represents approximately 3.1% of our outstanding common shares as at the date of this
AIF (on an undiluted basis).
Interest of management and others in material transactions
To the best of our knowledge, none of the directors, executive officers or shareholders that either: (i) beneficially own; or (ii) control or direct, directly or indirectly, over 10%
of any class of our outstanding securities, nor their associates or affiliates, have or have had within the three most recently completed financial years, any material interests,
direct or indirect, in transactions which have materially affected, or are reasonably expected to materially affect, our Company.
Conflicts of interest
Certain directors and officers will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including
mineral companies) and, as a result of these and other activities, such directors and officers may become subject to conflicts of interest. The BCBCA provides that if a director
has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director must disclose his interest in such contract or agreement and
must refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise,
such conflicts will be resolved in accordance with the provisions of the BCBCA and in accordance with our Code of Business Conduct and Ethics.
Other information about our directors and officers
None of our directors or officers, or a shareholder holding a sufficient number of securities of First Mining to affect materially the control of our Company, is or was a
director or executive officer of another company (including our Company) in the past 10 years that:
● was subject to a cease trade or similar order, or an order denying that company any exemption under securities legislation that was in effect for more than 30
consecutive days, while the director or executive officer held that role with the company;
● was involved in an event while the director or executive officer was acting in that capacity that resulted in the company being subject to one of the above orders after
the director or executive officer no longer held that role with the company; or
● while acting in that capacity, or within a year of acting in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency
or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets
of that company.
125
None of them in the past 10 years:
● became bankrupt;
● made a proposal under any legislation relating to bankruptcy or insolvency;
● has been subject to or launched any proceedings, arrangement or compromise with any creditors; or
● had a receiver, receiver manager or trustee appointed to hold any of their assets.
None of them has ever been subject to:
● penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a
securities regulatory authority; or
● any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment
decision.
Audit Committee information
National Instrument 52-110 Audit Committees (“NI 52-110”) requires us to have an audit committee (the “Audit Committee”) comprised of not less than three directors all of
whom are “independent” and “financially literate” (as such terms are defined in NI 52-110). NI 52-110 also requires us to disclose in this AIF certain information regarding
the Audit Committee. That disclosure is set out below.
Overview
The Company’s Audit Committee is principally responsible for:
● recommending to our Board the external auditor to be nominated for election by the shareholders at each annual general meeting and negotiating the compensation of
such external auditor;
● overseeing the work of the external auditor;
● reviewing our annual and interim financial statements, MD&A and press releases regarding earnings before they are reviewed and approved by our Board and
publicly disseminated; and
● reviewing our financial reporting procedures and internal controls to ensure adequate procedures are in place for our public disclosure of financial information
extracted or derived from our financial statements.
126
Committee charter
A copy of the Audit Committee’s charter is attached as Appendix “A” to this AIF.
Composition of the Audit Committee
Our current Audit Committee consists of Raymond Polman (current chairman of the Audit Committee), Keith Neumeyer and Richard Lock.
NI 52-110 provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the
view of our Board, reasonably interfere with the exercise of the member’s independent judgment. All of the members of our Audit Committee are “independent” within the
meaning of NI 52-110.
NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s
financial statements. All of the members of our Audit Committee are “financially literate” as that term is defined in NI 52-110.
Relevant education and experience
The following is a description of the skills and experience of each member of the Audit Committee that is relevant to the performance of their responsibilities as a member of
the Audit Committee:
Raymond Polman (Chairman of Audit Committee)
Mr. Polman has over 30 years of public accounting and corporate finance experience in the Canadian and US financial markets and has been Chief Financial Officer of First
Majestic Silver Corp. since February 2007. Prior to First Majestic, Mr. Polman had been a Chief Financial Officer for six years with a number of publicly traded high
technology companies, prior to which he served several years as the Director of Finance for Rescan Environmental, a large privately-owned company serving the global
mining community. Mr. Polman has a Bachelor of Science (Economics) Degree from the University of Victoria and he is a member of the Institute of Chartered Accountants
of British Columbia. Mr. Polman also brings eight years of prior public accounting experience with Deloitte LLP.
Keith Neumeyer
Mr. Neumeyer has worked in the investment community for over 30 years. He began his career at a number of Canadian national brokerage firms. Mr. Neumeyer moved on to
work with several publicly traded companies in the resource and high technology sectors. His roles have included senior management positions and directorships responsible
in areas of finance, business development, strategic planning and corporate restructuring. Mr. Neumeyer was the original and founding President of First Quantum Minerals
Ltd. He also founded and is currently the Chief Executive Officer of First Majestic Silver Corp. Mr. Neumeyer has also listed a number of companies on the Toronto Stock
Exchange and as such has extensive experience dealing with the financial, regulatory, legal and accounting issues that are relevant in the investment community.
127
Richard Lock
Mr. Lock is a veteran mining executive with more than 30 years of experience in project management, development and operations for major mining companies including Rio
Tinto, Western Potash, DeBeers and Anglo American. Mr. Lock is currently the Senior Vice President and Project Director for the NorthMet mining project in Minnesota
being developed by PolyMet Mining Corp. His most recent prior roles include Construction Director for KAZ Minerals’ Peschanka open pit copper mine in Russia and
executive and project director roles at Arizona Mining’s Hermosa Zinc Project in the United States. Mr. Lock has been involved with numerous projects including Yara
International’s Dallol potash project in Ethiopia, Western Potash’s Milestone potash project in Canada, and several of Rio Tinto’s projects including the Resolution and
Keystone copper assets in the U.S. and the Diavik diamond mine in Canada’s Northwest Territories. Mr. Lock holds a Bachelor of Science in Mining Engineering from
Cardiff University in the United Kingdom.
Audit Committee oversight
At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an
external auditor not adopted by the Board.
Reliance on certain exemptions
Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemptions in section 2.4 (De Minimis Non-audit
Services), section 3.2 (Initial Public Offerings), section 3.4 (Events Outside Control of Member) or section 3.5 (Death, Disability or Resignation of Audit Committee Member)
of NI 52-110, or an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).
Since the commencement of the Company’s most recently completed financial year, the Company has not relied on the exemption in subsection 3.3(2) (Controlled
Companies), section 3.6 (Temporary Exemption for Limited and Exceptional Circumstances) or the exemption in section 3.8 (Acquisition of Financial Literacy) of NI 52-110.
Pre-approval policies and procedures
The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services; however, the Audit Committee approves all non-audit
services in advance.
128
External auditor service fees (by category)
PricewaterhouseCoopers LLP served as the Company’s external auditor for the years ended December 31, 2020 and December 31, 2019. The aggregate fees billed by our
external auditor during the years ended December 31, 2020 and December 31, 2019 are set out in the table below:
Audit fees (1)
Audit-related fees (2)
Tax fees (3)
All other fees (4)
Total
Year Ended
December 31, 2020
$286,770
$72,760
$105,661
Nil
$465,191
Year Ended
December 31, 2019
$164,248
$40,950
$57,025
Nil
$262,223
(1) Represents the aggregate fees billed and expected to be billed by our external auditor for audit services. In addition to the amounts billed during the calendar years
2020 and 2019, for the audit year ended December 31, 2020, an amount of $62,513 (2019 – $46,725) relating to audit fees expected to be billed in calendar year
2021 has been included above. In addition, for the audit year ended December 31, 2020, an amount of $58,850 (2019 - $nil) has been included above, relating to
audit fees billed to the Company and paid by Treasury Metals. For the audit year ended December 31, 2019, an additional fee of $40,768 was billed that is included
in the audit fees of $205,198.
(2) Represents the aggregate fees billed for assurance and related services by our external auditor that are reasonably related to the performance of the audit or review of
our financial statements and are not included under “Audit Fees”. For the audit year ended December 31, 2020, an amount of $25,680 (2019 - $nil) has been included
above, in connection with audit-related fees billed to the Company and paid by Treasury Metals.
(3) Represents the aggregate fees billed for professional services rendered by our external auditor for tax compliance, tax advice and tax planning. For the audit year
ended December 31, 2019, an additional fee of $27,310 was billed that is included in the tax fees of $57,025.
(4) Represents the aggregate fees billed for products and services provided by our external auditor other than those services reported under “Audit Fees”, “Audit-Related
Fees” and “Tax Fees”.
129
Interests of experts
Auditor
Our auditor is PricewaterhouseCoopers LLP, Chartered Professional Accountants, who have prepared an independent registered public accounting firm’s report dated March
25, 2021 in respect of the Company’s consolidated financial statements as at December 31, 2020 and for the year then ended. PricewaterhouseCoopers LLP has confirmed
that they are independent with respect to the Company in compliance with PCAOB Rule 3520, and the Chartered Professional Accountants of British Columbia Code of
Professional Conduct. They are located at Suite 1400 – 250 Howe Street, Vancouver, British Columbia V6C 3S7.
Qualified persons
All technical and scientific information discussed in this AIF, including Mineral Resource and Mineral Reserve estimates or our material properties, and all technical and
scientific information for our other non-material projects, has been reviewed and approved by Hazel Mullin, our Director, Data Management and Technical Services, P.Geo.,
who is a Qualified Person for the purposes of NI 43-101.
The following individuals prepared the Springpole Technical Report:
● Dr. Gilles Arseneau, Ph.D., P.Geo., of SRK Consulting (Canada) Inc.;
● Gordon Zurowski, P.Eng., of AGP Mining Consultants Inc.;
● Roland Tosney, P.Eng., of AGP Mining Consultants Inc.;
● Cameron McCarthy, P.Eng., P.Geo., P.Tech., of Swiftwater Consulting Ltd.;
● Duke Reimer, P.Eng., Knight Pièsold Consulting Ltd.; and
● Dr. Adrian Dance, Ph.D., P.Eng., of SRK Consulting (Canada) Inc.
Mark Drabble, B.App.Sci (Geology), MAIG, MAusIMM, and Kahan Cervoj, B.App.Sci (Geology), MAIG, MAusIMM, Principal Consultants of Optiro Pty Limited,
prepared the Cameron Gold Technical Report.
B. Terrence Hennessey, P.Geo., of Micon International Limited, prepared the Pickle Crow Technical Report.
Michael P. Cullen, M.Sc., P.Geo., of Mercator Geological Services Limited, prepared the Hope Brook Technical Report.
Each of the abovementioned firms or persons named in this section, “Qualified persons”, hold, as either a registered or beneficial holder, less than one percent of the
outstanding securities of First Mining or of any associate or affiliate of First Mining. None of the aforementioned firms or persons named in this section, “Qualified persons”,
received any direct or indirect interest in any securities of First Mining or of any associate or affiliate of First Mining in connection with the preparation and review of any
technical report or this AIF. None of the aforementioned firms or persons named in this section, “Qualified persons”, nor any directors, officers or employees of such firms or
persons, are currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of First Mining.
130
Additional information
You can find more information about First Mining under our SEDAR profile at www.sedar.com and on our website at www.firstmininggold.com.
Our most recent management information circular dated May 6, 2020 contains additional information on how our directors and officers are compensated, the principal holders
of our securities, and the securities that are authorized for issuance under our equity compensation plans, and is available under our SEDAR profile at www.sedar.com.
For additional financial information about First Mining, see our audited consolidated annual financial statements and management’s discussion and analysis for the financial
year ended December 31, 2020, which are also available under our SEDAR profile at www.sedar.com and on our website at www.firstmininggold.com.
Copies of the above documents may be obtained from First Mining by contacting us at Suite 2070 – 1188 West Georgia Street, Vancouver, British Columbia V6E 4A2,
telephone: 1.844.306.8827.
131
Appendix A
FIRST MINING GOLD CORP.
AUDIT COMMITTEE CHARTER
1.
(a)
(b)
2.
(a)
(b)
INTRODUCTION
The audit committee (the “Committee”) is appointed by the board of directors (the “Board”) of First Mining Gold Corp. (the “Company”) to be responsible for the
oversight of the accounting and financial reporting process and financial statement audits of the Company.
This charter is prepared to assist the Committee, the Board and management in clarifying responsibilities and ensuring effective communication between the
Committee, the Board and management.
COMPOSITION
The Committee will be composed of three directors from the Board, a majority of whom will be independent (as defined in National Instrument 58-101 – Disclosure
of Corporate Governance Practices).
All members of the Committee will be financially literate as defined by applicable legislation. If, upon appointment, a member of the Committee is not financially
literate as required, the person will be provided a three month period in which to achieve the required level of literacy.
3.
RESPONSIBILITIES
The Committee has the responsibility to:
(i)
review and report to the board of directors of the Company on the following before they are publicly disclosed:
(A)
the financial statements and MD&A (management discussion and analysis) (as defined in National Instrument 51-102 – Continuous Disclosure
Obligations) of the Company;
(ii)
(iii)
(B)
the auditor’s report, if any, prepared in relation to those financial statements,
review the Company’s annual and interim earnings press releases before the Company publicly discloses this information;
satisfy itself that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from
the Company’s financial statements and periodically assess the adequacy of those procedures;
132
(iv)
recommend to the Board:
(A)
the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest
services for the Company; and
(B)
the compensation of the external auditor,
(v)
(vi)
oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest
services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting;
monitor, evaluate and report to the board of directors on the integrity of the financial reporting process and the system of internal controls that
management and the board of directors have established;
(vii)
monitor the management of the principal risks that could impact the financial reporting of the Company;
(viii)
establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or
auditing matters;
(ix)
(x)
(xi)
pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company’s external auditor;
review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external
auditor of the Company;
with respect to ensuring the integrity of disclosure controls and internal controls over financial reporting, understand the process utilized by the Chief
Executive Officer and the Chief Financial Officer to comply with National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim
Filings; and
(xii)
review, and report to the Board on its concurrence with the disclosure required by Form 52-110F2 – Disclosure by Venture Issuers in any management
information circular prepared by the Company.
AUTHORITY
The Committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties and the Committee will set the
compensation for such advisors.
The Committee has the authority to communicate directly with and to meet with the external auditor, without management involvement. This extends to requiring the
external auditor to report directly to the Committee.
REPORTING
The Committee will report to the Board on the proceedings of each Committee meeting and on the Committee’s recommendations at the next regularly scheduled
Board meeting.
EFFECTIVE DATE
This Charter was implemented by the Board on May 19, 2015.
133
4.
(a)
(b)
5.
(a)
6.
(a)
Exhibit 99.2
First Mining Gold Corp.
Consolidated Financial Statements
For the years ended December 31, 2020 and 2019
(Expressed in thousands of Canadian dollars unless otherwise noted)
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of First Mining Gold Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of First Mining Gold Corp. and its subsidiaries (together, the Company) as of
December 31, 2020 and 2019, and the related consolidated statements of net loss and comprehensive income (loss), cash flows and changes in equity for the
years then ended, including the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and
its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards
Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or
fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, Canada
March 25, 2021
We have served as the Company's auditor since 2017.
PricewaterhouseCoopers LLP
PricewaterhouseCoopers Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
T: +1 604 806 7000, F: +1 604 806 7806
“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
1
FIRST MINING GOLD CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT DECEMBER 31, 2020 AND DECEMBER 31, 2019
(Expressed in thousands of Canadian dollars unless otherwise noted)
ASSETS
Current
Cash and cash equivalents
Investments (Note 7)
Prepaid expenses, accounts and other receivables (Note 6)
Total current assets
Non-current
Mineral properties (Note 8)
Investment in Treasury Metals Inc. (Note 4)
Mineral property investments (Note 9)
Property and equipment
Other assets
Total non-current assets
TOTAL ASSETS
LIABILITIES
Current
Accounts payable and accrued liabilities (Note 11)
Flow-through share premium liability (Note 14)
Current portion of lease liability (Note 10)
Current portion of environmental reclamation provision (Note 12)
Option – PC Gold (Note 8(a))
Obligation to distribute investments (Note 4)
Total current liabilities
Non-current
Silver Stream derivative liability (Note 5)
Lease liability (Note 10)
Environmental reclamation provision (Note 12)
Deferred tax liabilities (Note 17)
Total non-current liabilities
TOTAL LIABILITIES
SHAREHOLDERS’ EQUITY
Share capital (Note 13)
Warrant and share-based payment reserve (Note 13)
Accumulated other comprehensive loss
Accumulated deficit
Total shareholders’ equity
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
Subsequent events (Note 22)
The consolidated financial statements were approved by the Board of Directors:
December 31,
2020
December 31,
2019
$
$
$
$
28,901
18,425
2,700
50,026
$
$
179,429
63,812
6,726
570
650
251,187
301,213
2,013
-
112
250
4,410
34,040
40,825
13,260
442
3,133
-
16,835
57,660
5,902
1,775
652
8,329
252,815
-
5,398
608
870
259,691
268,020
1,398
341
94
716
-
-
2,549
-
554
1,639
946
3,139
5,688
317,167
44,648
(1,392)
(116,870)
243,553
301,213
$
282,666
33,330
(3,649)
(50,015)
262,332
268,020
$
Signed: “Keith Neumeyer”, Director
Signed: “Raymond Polman”, Director
The accompanying notes are an integral part of these consolidated annual financial statements.
2
FIRST MINING GOLD CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of Canadian dollars unless otherwise noted)
Cash flows from operating activities
Net loss for the year
Adjustments for:
Impairment of non-current assets (Note 4)
Share-based payments (Note 13(h))
Depreciation
Fair value loss on Silver Stream derivative liability (Note 5)
Investments fair value gain (Note 7)
Unrealized foreign exchange gain
Loss on disposal of subsidiaries (Notes 4, 8(b))
Other expenses
Deferred income tax (recovery) expense
Equity income from investment in Treasury Metals (Note 4)
Operating cash flows before movements in working capital
Changes in non-cash working capital items:
Increase in accounts and other receivables
Decrease (increase) in prepaid expenditures
Increase in accounts payables and accrued liabilities
Total cash used in operating activities
Cash flows from investing activities
Mineral property expenditures (Notes 4, 8)
Proceeds from sale of investments
Property and equipment purchases
Option payments and expenditures recovered (Note 8)
Total cash used in investing activities
Cash flows from financing activities
Net proceeds from bought deal financing (Note 13(c))
Net proceeds from private placements (Note 13(e))
Net proceeds from First Majestic Silver Corp. (Note 5)
Proceeds from exercise of warrants and stock options
Net proceeds from ATM program (Note 13(d))
Repayment of lease liability
Finance costs paid
Total cash provided by financing activities
Foreign exchange effect on cash
Change in cash and cash equivalents
Cash and cash equivalents, beginning
Cash and cash equivalents, ending
Cash
Term deposits
Cash and cash equivalents, ending
Supplemental cash flow information (Note 19)
Year ended December 31,
2020
2019
$
(32,815) $
24,870
958
305
5,882
(765)
(404)
296
129
(1,587)
(1,446)
(4,577)
(59)
9
405
(4,222)
(17,629)
4,937
(272)
148
(12,816)
26,677
9,124
3,263
1,296
125
(94)
(56)
40,335
(298)
22,999
5,902
28,901
16,857
12,044
28,901
$
$
$
$
$
$
(6,959)
341
1,596
171
-
-
-
-
6
516
-
(4,329)
(242)
(87)
458
(4,200)
(6,031)
1,758
(123)
83
(4,313)
-
9,258
-
43
-
-
-
9,301
(1)
787
5,115
5,902
5,858
44
5,902
The accompanying notes are an integral part of these consolidated annual financial statements.
3
FIRST MINING GOLD CORP.
CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of Canadian dollars, except share and per share amounts)
OPERATING EXPENSES (Note 15)
General and administration
Exploration and evaluation
Investor relations and marketing communications
Corporate development and due diligence
Impairment of non-current assets (Note 4)
Loss from operational activities
OTHER ITEMS
Change in fair value on Silver Stream derivative liability (Note 5)
Investments fair value gain (Note 7)
Foreign exchange gain (loss)
Loss on disposal of subsidiaries (Note 8(b))
Interest and other income
Other expenses
Loss before income taxes and equity income
Deferred income tax recovery (expense) (Notes 14, 17)
Equity income from investment in Treasury Metals (Note 4)
Net loss for the year
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified to net income or (loss):
Investments fair value gain (Note 7)
Mineral property investments fair value gain (Note 9)
Items that may be reclassified to net (loss) or income:
Currency translation adjustment
Recycling of currency translation adjustment on disposal of foreign subsidiaries (Note 8(b))
Other comprehensive income
Net loss and comprehensive income for the year
Basic and diluted loss per share (in dollars)
Weighted average number of shares outstanding – Basic and Diluted
Year ended December 31,
2020
2019
$
$
$
3,573
812
1,111
468
24,870
(30,834)
(5,882)
765
329
(296)
184
(114)
(35,848) $
1,587
1,446
$
(32,815) $
1,611
1,329
(10)
(673)
2,257
3,414
1,124
1,177
517
341
(6,573)
-
-
(4)
-
212
(78)
(6,443)
(516)
-
(6,959)
705
981
(43)
-
1,643
$
$
(30,558) $
(0.05) $
644,940,126
(5,316)
(0.01)
574,872,959
The accompanying notes are an integral part of these consolidated annual financial statements.
4
FIRST MINING GOLD CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of Canadian dollars, except share and per share amounts)
Number of
common shares
Share
capital
Warrant
reserve
Share-based
payment
reserve
Accumulated
other
comprehensive
income (loss)
Accumulated
deficit
Total
558,316,916 $
Balance as at December 31, 2018
33,095,772
Proceeds from private placements (Note 13(b))
-
Flow-through share premium liability (Note 13(b))
370,250
Shares issuance costs (Note 13(c))
214,200
Exercise of warrants (Note 13(c))
-
Share-based payments
-
Net loss for the year
-
Other comprehensive income
591,997,138 $
Balance as at December 31, 2019
Balance as at December 31, 2019
591,997,138 $
Proceeds from bought deal financing (Note 13(b)) 57,500,000
Bought deal financing share issuance costs (Note
13(b))
Proceeds from private placements (Note 13(b))
Flow-through share premium liability (Note 13(b))
Private placements share issuance costs (Note
13(b))
At-the-market distributions (Note 13(b))
Exercise of options (Note 13(d))
Exercise of warrants (Note 13(c))
Shares issued in connection with 2016 mineral
property acquisition
Shares issued on acquisition of the East Cedartree
claims (Note 8(c))
Warrants issued to First Majestic Silver Corp.
(Note 5)
Share-based payments
Obligation to distribute investments
Net loss for the year
Other comprehensive income
Balance as at December 31, 2020
-
-
-
-
-
697,216,453 $
-
40,198,095
-
-
532,000
3,717,500
247,500
3,000,000
24,220
275,068 $
8,392
(771)
(131)
108
-
-
-
282,666 $
282,666 $
25,339
(1,821)
8,160
(300)
(136)
125
1,817
98
4
1,215
13,600 $
1,018
-
(21)
(65)
-
-
-
14,532 $
14,532 $
3,411
(252)
1,122
-
(22)
-
-
(13)
-
-
16,630 $
-
-
-
-
2,168
-
-
18,798 $
18,798 $
-
-
-
-
-
-
(606)
-
-
-
(5,292) $
-
-
-
-
-
-
1,643
(3,649) $
(3,649) $
-
(43,056) $
-
-
-
-
-
(6,959)
-
(50,015) $
(50,015) $
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
256,950
9,410
(771)
(152)
43
2,168
(6,959)
1,643
262,332
262,332
28,750
(2,073)
9,282
(300)
(158)
125
1,211
85
4
1,215
-
-
- -
-
-
317,167 $
6,278
-
-
-
-
25,056 $
-
1,400
-
-
-
19,592 $
-
-
-
-
2,257
(1,392) $
-
-
(34,040)
(32,815)
-
(116,870) $
6,278
1,400
(34,040)
(32,815)
2,257
243,553
The accompanying notes are an integral part of these consolidated annual financial statements.
5
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
1. NATURE OF OPERATIONS
First Mining Gold Corp. (the “Company” or “First Mining”) is a public company which is listed on the Toronto Stock Exchange (the “TSX”) under the symbol “FF”, on the
OTCQX under the symbol “FFMGF”, and on the Frankfurt Stock Exchange under the symbol “FMG”. The Company’s head office and principal address is Suite 2070 – 1188
West Georgia Street, Vancouver, British Columbia, Canada, V6E 4A2.
First Mining was incorporated on April 4, 2005. The Company changed its name to First Mining Gold Corp. in January 2018.
First Mining is a Canadian gold company focused on the permitting and development of the Springpole Gold Project in northwestern Ontario. The Company also holds a
significant equity investment in Treasury Metals Inc. (“Treasury Metals”) (TSX: TML) (Note 4) which is advancing the Goliath-Goldlund gold complex in Ontario towards a
construction decision. First Mining’s portfolio of gold projects in eastern Canada also includes Pickle Crow (being advanced in partnership with Auteco Minerals Ltd.
(“Auteco”) (ASX: AUT)), Cameron, Hope Brook, Duparquet, Duquesne, and Pitt.
In March 2020, the World Health Organization declared a global pandemic related to the virus known as COVID-19. As the Company does not have production activities, the
ability to fund ongoing exploration is affected by the availability of financing. Due to market uncertainty arising from the impacts of COVID-19 the Company may be
restricted in its ability to raise additional funding. The impact of COVID-19 on the Company over time is not determinable; however, its effects may have a material impact
on the Company’s financial position, results of operations and cash flows in future periods.
2. BASIS OF PRESENTATION
These consolidated annual financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting
Standards Board (“IFRS”), effective for the Company’s reporting for the year ended December 31, 2020.
These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit and loss or fair
value through other comprehensive income (loss), which are stated at their fair value. The consolidated annual financial statements are presented in thousands of Canadian
dollars, unless otherwise noted, and tabular amounts are expressed in thousands of Canadian dollars.
The functional currency of the Company and its Canadian subsidiaries is the Canadian dollar while the functional currency of the Company’s non-Canadian subsidiaries is the
US dollar.
The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Inter-company transactions, balances and
unrealized gains or losses on transactions are eliminated. The following table highlights the Company’s material subsidiaries with their projects:
6
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
2. BASIS OF PRESENTATION (Continued)
Name of the subsidiary
Gold Canyon Resources Inc.
Coastal Gold Corp.
Cameron Gold Operations Ltd.
PC Gold Inc.
Clifton Star Resources Inc.
Ownership
Percentage
100%
100%
100%
100%
100%
Project
Location
Springpole Gold Project (“Springpole”)
Hope Brook Gold Project (“Hope Brook”)
Cameron Gold Project (“Cameron”)
Pickle Crow Gold Project (“Pickle Crow”) (Note 8(a))
Duquesne Gold Project (“Duquesne”)10% indirect interest in the
Duparquet Gold Project (“Duparquet”)
Pitt Gold Project (“Pitt”)
Northwestern Ontario, Canada
Newfoundland, Canada
Northwestern Ontario, Canada
Northwestern Ontario, Canada
Québec, Canada
These consolidated financial statements were approved by the Board of Directors on March 22, 2021.
3. ACCOUNTING POLICIES
These consolidated annual financial statements have been prepared using the following accounting policies:
a)
Financial Instruments
(i)
Classification
The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive
income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments
is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are
classified as FVTPL. For other equity instruments, at the time of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to
designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading
or derivatives) or the Company has opted to measure them at FVTPL.
(ii) Measurement
Financial assets at FVTOCI
Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains
and losses recognized in other comprehensive income (loss).
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost
less any impairment.
7
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
3. ACCOUNTING POLICIES (Continued)
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of net (loss) income.
Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated
statements of net (loss) income in the period in which they arise. Where management elected to recognize a financial liability at FVTPL, any changes associated with the
Company’s own credit risk will be recognized in other comprehensive income (loss).
(iii)
Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost.
At each reporting date, the Company measures the loss allowance for a financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the
financial asset has increased significantly since initial recognition. If at the reporting date, the credit risk on the financial asset has not increased significantly since initial
recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company recognizes in
the consolidated statements of net (loss) income, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss
allowance at the reporting date to the amount that is required to be recognized.
(iv) Derecognition
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and
substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidated
statements of net (loss) income. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensive
income (loss).
Financial liabilities
The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the difference
between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed,
is recognized in the consolidated statements of net (loss) income.
b)
Cash and Cash Equivalents
Cash and cash equivalents include cash and short-term deposits that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes
in value. The carrying amounts of cash and cash equivalents approximate fair value due to the short-term maturities of these instruments.
8
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
3. ACCOUNTING POLICIES (Continued)
c)
Mineral Properties
Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation expenditures are recognized and capitalized, in addition to the
acquisition costs. These direct expenditures include such costs as mineral concession taxes, option payments, wages and salaries, surveying, geological consulting and
laboratory costs, field supplies, travel and administration. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead
costs, are expensed in the period in which they are incurred.
The Company may occasionally enter into option or royalty arrangements, whereby the Company will transfer part of its mineral properties, as consideration, for an
agreement by the transferee to meet certain exploration and evaluation expenditures which would have otherwise been undertaken by the Company. Any cash consideration
received from the agreement is credited against the costs previously capitalized to the mineral interest given up by the Company, with any excess cash accounted for as a gain
on disposal.
The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its
recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and value in use.
Once the technical feasibility and commercial viability of extracting a mineral resource has been determined, the property is considered to be a mine under development and
is classified as ‘mines under construction’. Exploration and evaluation assets are also tested for impairment before the assets are transferred to mineral properties and mine
development costs.
d)
Impairment of Non-Financial Assets
Mineral properties are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the
carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. An
impairment loss is charged to profit or loss.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash flows (cash-generating units). As a result, some
assets may be tested individually for impairment and some are tested at a cash-generating unit level.
Impairment reviews for the Company’s exploration and evaluation stage mineral properties are carried out on a property by property basis, with each property representing a
single cash generating unit. An impairment review for an exploration and evaluation asset is undertaken when indicators of impairment arise, but typically when one of the
following circumstances apply:
● The right to explore the area has expired or will expire in the near future with no expectation of renewal;
● Substantive expenditure on further exploration for and evaluation of mineral resources in the area is neither planned nor budgeted;
● No commercially viable deposits have been discovered, and the decision had been made to discontinue exploration in the area; and
● Sufficient work has been performed to indicate that the carrying amount of the expenditure carried as an asset will not be fully recovered.
9
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
3. ACCOUNTING POLICIES (Continued)
e)
Property and Equipment
Property and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses. The initial cost of an asset comprises its purchase price or
construction cost, any costs directly attributable to bringing the asset into operation and, where applicable, the initial estimation of any asset retirement obligation. The
purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset.
Depreciation is recognized in profit or loss on a straight-line basis over the following estimated useful lives:
Buildings
Machinery and equipment
Furniture and fixtures
Vehicles
Computer equipment
Computer software
10 years
5 years
5 years
5 years
3 years
1 year
Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.
f)
Environmental Reclamation Provision
The Company is subject to various government laws and regulations relating to environmental disturbances caused by exploration and evaluation activities. The present value
of the estimated costs of legal and constructive obligations required to restore the exploration sites is recognized in the year in which the obligation is incurred.
The nature of the reclamation activities includes restoration and revegetation of the affected exploration sites.
When a liability is recognized, the present value of the estimated costs (discounted using a risk-free rate) is capitalized by increasing the carrying amount of the related
exploration property. Over time, the discounted liability is increased for the changes in present value based on current market discount rates and liability specific risks.
Additional environment disturbances or changes in reclamation costs will be recognized as additions to the corresponding assets and reclamation provision in the year in
which they occur.
g)
Income Taxes
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in net income except to the extent that it relates to a business combination
or items recognized directly in equity or in other comprehensive loss.
Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes
payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date.
Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising
on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination
and at the time of the transaction affects neither accounting nor taxable profit or loss.
10
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
3. ACCOUNTING POLICIES (Continued)
Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable
profit will be available against which the deferred tax asset can be utilized. At the end of each reporting year the Company reassesses unrecognized deferred tax assets. The
Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be
recovered.
h)
Share Capital
Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the
extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares are classified as equity instruments.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Consideration received from financings involving units consisting of common shares and warrants is allocated to the share capital and the warrant reserve accounts using the
relative fair value method. As prescribed by this method, the consideration is allocated to the value of share capital and warrant reserve on a pro rata basis. The share capital is
valued at the closing share price of the Company on the completion date of the private placement and the warrant reserve is valued using the Black-Scholes option pricing
model.
i)
Flow-Through Units and Shares
The Company may, from time to time, issue flow-through common shares or units to finance a portion of its Canadian exploration programs. Pursuant to the terms of the
flow-through share agreements and the Income Tax Act (Canada) (the “ITA”), these equity instruments transfer the tax deductibility of qualifying resource expenditures to
investors.
Upon the issuance of a flow-through share, the Company bifurcates the flow-through share into i) fair value of capital stock issued, based on market price at time of issuance,
and ii) the residual as a flow-through share premium, which is recognized as a liability. Upon the issuance of a flow-through unit, the Company bifurcates the flow-through
unit into i) relative fair value of capital stock issued, ii) relative fair value of a warrant, and iii) the residual as a flow-through share premium, which is recognized as a
liability.
Upon incurring qualifying expenses, the Company derecognizes the flow-through share premium liability and recognizes a credit to deferred tax expense (recovery). Proceeds
received from the issuance of flow-through shares are to be used for Canadian resource property exploration expenditures within a certain time period as prescribed by the
Government of Canada’s flow-through regulations, as contained in the ITA. The portion of the proceeds received but not yet expended at the end of the Company’s relevant
reporting period is disclosed separately in the notes to the financial statements as flow-through expenditure commitments (Note 14). The Company is also subject to Part
XII.6 of the ITA, which imposes a tax on flow-through proceeds renounced under the “Look-back Rule”, in accordance with the Government of Canada’s flow-through
regulations. When applicable, this tax is accrued until paid.
11
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
3. ACCOUNTING POLICIES (Continued)
j)
Loss per Share
Basic loss per share is calculated by dividing the net loss for the year by the weighted average number of shares outstanding during the year. Diluted loss per share is
calculated using the treasury stock method. Under the treasury stock method, the weighted average number of shares outstanding used in the calculation of diluted income or
loss per share assumes that the deemed proceeds received from the exercise of stock options, share purchase warrants and their equivalents would be used to repurchase
common shares of the Company at the average market price during the year, if they are determined to have a dilutive effect. In periods when the Company has generated a net
loss, stock options and share purchase warrants are not included in the computation of diluted loss per share as they are anti-dilutive.
k)
Share-based Payments
Where equity-settled share options are granted to employees, the fair value of the options at the date of grant, measured using the Black-Scholes option pricing model, is
charged to the statement of comprehensive loss or capitalized to mineral properties over the vesting period using the graded vesting method. Performance vesting conditions
are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the
vesting period is based on the number of options that eventually vest. Charges for options that are forfeited before vesting are reversed from share-based payment reserve.
Where equity-settled share options are granted to non-employees, they are measured at the fair value of the goods or services received. However, if the value of goods or
services received in exchange for the options cannot be reliably estimated, the options are measured using the Black-Scholes option pricing model.
All equity-settled share-based payments are reflected in share-based payment reserve, until exercised. Upon exercise, shares are issued from treasury and the amount reflected
in share-based payment reserve is credited to share capital, together with any consideration received.
l)
Leases
The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases
(defined as leases with a lease term of 12 months or less) and leases of low value assets. For new leases, a right-of-use asset is initially measured at the amount of the liability
plus any initial direct costs. After lease commencement, the lessee shall measure the right-of-use asset at cost less accumulated depreciation and accumulated impairment.
m)
Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is
responsible for allocating resources and assessing performance of the operating segment.
12
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
3. ACCOUNTING POLICIES (Continued)
n)
Investment in associate
An associate is an entity over which the Company has significant influence, and which is neither a subsidiary nor a joint arrangement.
The Company has significant influence over an entity when it has the power to participate in the financial and operating policy decisions of the associate but does not have
control or joint control.
The Company’s investment in the common shares of Treasury Metals (Note 4) has been treated as an investment in associate and accounted for using the equity method.
Under the equity method, the Company’s investment in the common shares of the associate is initially recognized at cost and subsequently increased or decreased to
recognize the Company’s share of net income and losses of the associate, after any adjustments necessary to give effect to uniform accounting policies, any other movement
in the associate’s reserves, and for impairment losses after the initial recognition date. The Company’s share of income and losses of the associate is recognized in net income
during the period.
Dividends and repayment of capital received from an associate are accounted for as a reduction in the carrying amount of the Company’s investment.
At the end of each reporting period, the Company assesses whether there is any objective evidence that an investment in an associate is impaired. Objective evidence includes
observable data indicating there is a measurable decrease in the estimated future cash flows of the investee’s operations. A significant or prolonged decline in the fair value of
an equity investment below its cost is also objective evidence of impairment. When there is objective evidence that an investment is impaired, the carrying amount of such
investment is compared to its recoverable amount, being the higher of its fair value less costs of disposal and value-in-use. If the recoverable amount of an investment is less
than its carrying amount, the carrying amount is reduced to its recoverable amount and an impairment loss, being the excess of carrying amount over the recoverable amount,
is recognized in the period in which the relevant circumstances are identified. When an impairment loss reverses in a subsequent period, the carrying amount of the
investment is increased to the revised estimate of recoverable amount to the extent that the increased carrying amount does not exceed the carrying amount that would have
been determined had an impairment loss not been previously recognized. A reversal of an impairment loss is recognized in net income in the period in which the reversal
occurs.
o)
Accounting Policy Judgements and Estimation Uncertainty
The Company’s management makes judgments in its process of applying the Company’s accounting policies in the preparation of its consolidated financial statements. In
addition, the preparation of the financial data requires the Company’s management to make estimates of the impacts of uncertain future events on the carrying amounts of the
Company’s assets and liabilities at the end of the reporting period, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ
from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are
considered relevant under the circumstances. Revisions to estimates and the resulting impacts on the carrying amounts of the Company’s assets and liabilities are accounted
for prospectively.
13
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
3. ACCOUNTING POLICIES (Continued)
The following discusses accounting policy judgments and the sources of estimation uncertainty:
(i)
Accounting Policy Judgements
Mineral Property Impairment Indicators
In accordance with the Company’s accounting policy for its mineral properties, exploration and evaluation expenditures on mineral properties are capitalized. There is no
certainty that the expenditures made by the Company in the exploration of its property interests will result in discoveries of commercial quantities of minerals. The
Company applies judgment to determine whether indicators of impairment exist for these capitalized costs.
Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights,
whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation
activities up to the reporting date.
Impairment of Investment in Associate
With respect to its investment in associate, the Company is required to make estimates and judgments about future events and circumstances and whether the carrying
amount of the asset exceeds its recoverable amount. Recoverability depends on various factors, including the identification of economic recoverability of reserves at
Treasury Metals’ exploration properties, the ability of Treasury Metals to obtain the necessary financing to complete the development, and future profitable production or
proceeds from the disposition of the Treasury Metals shares themselves. The publicly quoted share price of Treasury Metals is also a source of objective evidence about the
recoverable amount of the equity investment.
Milestone Payments per Treasury Share Purchase Agreement
The Company applied judgment in the determination of whether to recognize the contingent milestone payments in accordance with the Treasury Share Purchase
Agreement (defined in Note 4). In management’s judgment, there is uncertainty of these milestones being reached. Management considered the expected length of time that
may pass before this uncertainty is resolved, as well as the fact that achievement of the milestones is outside of the Company’s control. Therefore, the milestone payments
have not been recognized as assets as at December 31, 2020.
(ii)
Estimation Uncertainty
Determining Amount and Timing of Reclamation Provisions
A reclamation provision represents the present value of estimated future costs for the reclamation of the Company’s mineral properties. These estimates include
assumptions as to the future activities, cost of services, timing of the reclamation work to be performed, inflation rates and interest rates. The actual cost to reclaim a mine
or exploration property may vary from the estimated amounts because there are uncertainties with respect to the extent of required future remediation activities, as studies
are currently ongoing, and uncertainties in factors used to estimate the cost and potential changes in regulations or laws governing the reclamation of a mineral property.
Management periodically reviews the reclamation requirements and adjusts the liability as new information becomes available and will assess the impact of new regulations
and laws as they are enacted.
14
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
3. ACCOUNTING POLICIES (Continued)
Valuation of Mineral Property Investments
The Company makes estimates and assumptions that affect the carrying value of its mineral property investments, which are comprised of equity interests in the shares of
private companies. These financial assets are designated as fair value through other comprehensive income (loss), and management needs to determine the fair value as at
each period end. As there is no observable market data which can be used to determine this fair value, management uses property specific and market-based information to
determine whether a significant change in the fair value of these investments has occurred. Changes to the property specific and market-based variables could result in the
fair value being less than or greater than the amount recorded.
Fair Value of Silver Stream Derivative Liability
The determination of the fair value of the Silver Stream is an area of significant estimation uncertainty. The fair value is calculated by utilising a Monte Carlo simulation
valuation model. A Monte Carlo valuation model relies on random sampling and is often used when modeling cash flows with many inputs and where there is significant
uncertainty in the future value of inputs and where the movement of the inputs can be independent of each other. The key inputs used in the Silver Stream fair value
calculation are further disclosed in Note 5. Changes in the inputs to the valuation model may result in material changes in the fair value of the silver stream derivative
liability and the amount of fair value gains or losses recognized in the statement of net loss and comprehensive loss in future periods.
Fair Value of Treasury Metals Warrants
The Company made assumptions when estimating the fair value of its warrants held in Treasury Metals, as described in Note 4. The fair value of the warrants at the date of
grant and at subsequent reporting dates is measured using the Black‐Scholes pricing model. Changes in the input assumptions can significantly affect the fair value
estimate.
Fair Value of the Option – PC Gold
The Company has made assumptions when estimating the fair value of this option liability which arises under the terms of the Earn-In Agreement described in Note 8(a).
As there is no observable market data which can be used to determine the fair value of the Option – PC Gold liability, management uses property specific and market-based
information to determine whether a significant change in the fair value of the option liability has occurred. The specific assumptions made are disclosed in Note 8(a).
Changes in these assumptions can significantly affect the fair value estimate.
p)
Accounting Standards Issued but Not Yet Applied
There are no IFRS or International Financial Reporting Interpretations Committee interpretations that are not yet effective that would be expected to have a material impact
on the Company’s consolidated financial statements.
15
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
4. INVESTMENT IN TREASURY METALS
a)
Treasury Share Purchase Agreement Overview
On August 7, 2020, First Mining completed its transaction with Treasury Metals under a share purchase agreement (the “Treasury Share Purchase Agreement”), pursuant to
which Treasury Metals agreed to acquire all of the issued and outstanding shares of Tamaka Gold Corporation, a previously wholly-owned subsidiary of the Company, and
100% owner of the Goldlund Project. Under the terms of the Treasury Share Purchase Agreement, First Mining received total consideration of $91,521,000 which was
comprised of (i) 43.33 million common shares (post-consolidation) of Treasury Metals (“Treasury Metals Shares”); (ii) 11.67 million common share purchase warrants (post-
consolidation) of Treasury Metals (“Treasury Metals Warrants”) with an exercise price of $1.50 for a 3-year term; (iii) a retained 1.5% Net Smelter Returns (“NSR”) royalty
on Goldlund (0.5% of which can be bought back by Treasury Metals for $5 million in cash); and (iv) the right to certain contingent milestone payments totaling $5 million,
payable in cash on certain key advancements at Goldlund which have not been recorded as at December 31, 2020.
b)
Initial Recognition of Consideration Received
The components of the consideration received in connection with the sale of Tamaka comprised the following:
● $78,000,000 for 43.33 million Treasury Metals Shares (the “Share Consideration”);
● $9,812,000 for 11.67 million Treasury Metals Warrants (the “Warrant Consideration”) - Note 7; and
● $3,709,000 for the retained 1.5% NSR (the “NSR Consideration”) - Note 8.
$91,521,000
Share Consideration
The Company applies equity accounting for the investment in the Treasury Metals Shares. The fair value of the Treasury Metals Shares at closing of $78,000,000 was
determined using the quoted price of Treasury Metals common shares on August 7, 2020. Upon closing of the transaction, First Mining held approximately 40% (December
31, 2019 - nil) of Treasury Metals common shares (on an undiluted basis) and has nominated three individuals to its Board of Directors. The Company has concluded it has
significant influence over Treasury Metals. The Company is accounting for its investment using the equity method until such time as it no longer has significant influence.
Warrant Consideration
The warrants of Treasury Metals have been accounted for as FVTPL. The Company uses the Black-Scholes option pricing model to calculate the fair value of the warrants
held in Treasury Metals both as at August 7, 2020 and on an ongoing basis. The Company used the following assumptions:
Risk-free interest rate
Expected life (years)
Expected volatility(1)
Expected dividend yield
August 7,
2020
December 31,
2020
0.23%
3.00 years
62.44%
Nil
0.20%
2.60 years
64.42%
Nil
(1) The computation of expected volatility was based on Treasury Metals’ historical price volatility, over a period which approximates the expected life of the warrant.
As at December 31, 2020, the fair value of the warrants decreased to $5,772,000 which resulted in a loss of $4,040,000 for the period between August 7, 2020 to December
31, 2020. The loss is recorded within the investments fair value gain (loss) in the statement of net loss and comprehensive income (loss).
16
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
4. INVESTMENT IN TREASURY METALS (Continued)
NSR Consideration
The 1.5% NSR royalty on Goldlund was measured at a fair value of $3,709,000 and is included as part of “Others” in “Mineral Properties” (Note 8).
c)
Equity Accounting Method for Investment in Treasury Metals and Impairment
As at December 31, 2020 the fair market value of the Company’s investment in common shares of Treasury Metals was $58,500,000, based on the quoted market price. Due
to the significant decline in fair value of the Treasury Metals Shares at September 30, 2020 the Company recorded an impairment of the investment in Treasury Metals
amounting to $15,634,000. This impairment was recorded within the impairment of non-current assets in the statement of net loss and comprehensive income (loss). It was
determined that there was no additional impairment as at December 31, 2020.
Balance, December 31, 2019
Acquisition – Initial Recognition on August 7, 2020
Equity income (August 7, 2020 to December 31, 2020)
Impairment of Investment in Treasury Metals Inc. (recorded on September 30, 2020)
Balance, December 31, 2020
Treasury Metals Summarized Statements of Total Comprehensive Loss and Financial Position
A summary of Treasury Metals' consolidated statement of other comprehensive loss during year ended December 31, 2020 is as follows:
Loss before income taxes
Deferred income tax recovery
Net loss for the year
Other comprehensive income
Total comprehensive loss
17
Investment in
Treasury Metals
-
78,000
1,446
(15,634)
63,812
$
$
Year ended
December 31,
2020
$
$
(6,181)
3,425
(2,756)
43
(2,713)
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
4. INVESTMENT IN TREASURY METALS (Continued)
The assets and liabilities of Treasury Metals are summarized in the following table and the December 31, 2020 numbers are taken from Treasury Metals’ consolidated
financial statements as at December 31, 2020.
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Reconciliation of Treasury Metal’s Net Assets to First Mining’s Carrying value as at December 31, 2020
Balance, December 31, 2019
Initial Recognition on August 7, 2020
Equity income (August 7, 2020 to December 31, 2020)
Other increase in equity of Treasury Metals
Balance, December 31, 2020
First Mining’s share of net assets
Incremental fair value of Goldlund-Goliath mineral property
Impairment of investment in Treasury Metals
Carrying value
d)
Goldlund Mineral Property Impairment
December 31,
2020
6,179
176,710
182,889
4,877
4,959
9,837
173,053
-
167,238
3,717
2,098
173,053
66,591
12,855
(15,634)
63,812
$
$
$
$
$
During the year ended December 31, 2020, prior to the disposition, the Company recorded an impairment of the Goldlund project amounting to $9,236,000 (2019 - $nil),
based on the fair value of the consideration received under the Treasury Share Purchase Agreement.
Reconciliation of Income Statement Expense: Impairment of Non-Current Assets
Mineral Property impairment
Impairment of Investment in Treasury Metals (Equity Interest)
Total expense for the year
18
Year ended
December 31,
2020
$
$
9,236
15,634
24,870
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
4. INVESTMENT IN TREASURY METALS (Continued)
e)
Obligation to Distribute Investments
In accordance with the terms of a Shareholders Agreement signed in connection with the transaction, First Mining is required to distribute approximately 20.92 million
Treasury Metals Shares and all of the Treasury Metals Warrants to its shareholders (the “Distribution”) within 12 months of closing of the transaction. Following the
Distribution, First Mining will retain approximately 22.41 million Treasury Metals Shares, leaving the Company with a 19.9% interest. As at December 31, 2020, the
Company recognized a liability for the Distribution of $34,040,000. The liability was recorded with a corresponding entry to accumulated deficit as it represents a distribution
to shareholders.
5. SILVER STREAM DERIVATIVE LIABILITY
a)
Silver Purchase Agreement Overview
On June 10, 2020, the Company entered into a silver purchase agreement (the “Silver Purchase Agreement”) with First Majestic Silver Corp. (“First Majestic”), which closed
on July 2, 2020. Under the terms of the Silver Purchase Agreement, First Majestic agreed to pay First Mining total consideration of US$22.5 million, in three tranches, for the
right to purchase 50% of the payable silver produced from the Springpole Gold Project over the life of the project (the “Silver Stream”) and also received 30 million common
share purchase warrants of First Mining. Each share purchase warrant entitles First Majestic to purchase one common share of First Mining at an exercise price of $0.40 for a
period of five years.
Upon receipt of its share of silver production, First Majestic will make ongoing cash payments to First Mining for each ounce of silver delivered in an amount equal to 33%
of the lesser of the average spot price of silver for the applicable calendar quarter, and the spot price of silver at the time of delivery (the "Silver Cash Price"), subject to a
price cap of US$7.50 per ounce of silver (the “Price Cap”). The Price Cap is subject to annual inflation escalation of 2%, beginning at the start of the third year after
commencement of production at the project.
First Mining has the right to repurchase 50% of the Silver Stream for US$22.5 million at any time prior to the commencement of production at Springpole (the “Buy-Back
Right”).
b)
Consideration Received and Future Silver Stream Terms
Per the Silver Purchase Agreement, First Majestic paid US$10 million to First Mining on the July 2, 2020 closing date, with US$2.5 million paid in cash and the remaining
US$7.5 million paid in 805,698 common shares of First Majestic. As at December 31, 2020, the Company held 400,000 First Majestic common shares recorded in
Investments (Note 7).
Consideration payable for the Silver Stream includes two further tranches (split evenly between cash and First Majestic common shares) based on the achievement of certain
Springpole Gold Project milestones. Upon announcement of the Pre-Feasibility Study (“PFS”) subsequent to December 31, 2020, First Mining received US$7.5 million from
First Majestic (US$3.75 million paid in cash and the remaining US$3.75 million in common shares of First Majestic) (Note 22), with a further US$5 million payable upon
First Mining receiving approval of either a Federal or Provincial Environmental Assessment. (The three tranches of consideration totaling US$22.5 million constitute the
“Advance Payment”). In the event of default, First Majestic may terminate the Silver Purchase Agreement and the Advance Payment received by First Mining at that time
would become repayable.
19
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
5. SILVER STREAM DERIVATIVE LIABILITY (Continued)
The Advance Payment amount is used to track the stream balance for commercial, but not accounting purposes. Until the date where the Advance Payment is reduced to nil,
an amount equal to the number of ounces of silver delivered to First Majestic multiplied by the difference between the spot price of silver and the Silver Cash Price shall
reduce the balance of the Advance Payment on the delivery date. In the event the Company exercises the Buy-Back Right by paying US$22.5 million to First Majestic, the
Advance Payment amount shall be reduced to nil.
The Silver Stream has an initial term of 40 years from July 2, 2020. The term is automatically extended by successive 10-year periods as long as the life of mine continues for
the Springpole Gold Project. If upon expiration of the term of the Silver Purchase Agreement, the Company has not sold to First Majestic an amount of silver sufficient to
reduce the Advance Payment to nil, then a refund of the uncredited balance, without interest shall be due and owing by the Company to First Majestic.
The silver delivered to First Majestic may be sourced from the Springpole Gold Project, or the Company may substitute any required refined silver with refined silver from a
source other than the Springpole Gold Project, with the exception of silver purchased on a commodity exchange.
c)
Silver Stream Derivative Liability Fair Value
The Company has concluded that the Silver Stream is a standalone derivative measured at FVTPL. The Company considered whether the Silver Stream would qualify as an
‘own use contract’, whereby it would not require fair value accounting under IFRS. An ‘own use contract’ is one that results in the physical delivery of a company’s own non-
financial asset. The Silver Stream failed to qualify under the ‘own use exemption’ as a result of the silver substitution provisions within the Silver Purchase Agreement. In
addition, the Company has an unavoidable obligation to repay the Advance Payment or deliver the silver to First Majestic.
As of the acquisition date, the estimated fair value of the Silver Stream derivative liability was determined using a discounted cash flow model which incorporated a Monte
Carlo simulation. The fair value of the Silver Stream derivative liability is a Level 3 measurement. The key inputs to calculate the fair value of the silver stream derivative
liability at each reporting date include:
●
●
●
●
●
●
●
COMEX spot silver price;
COMEX silver futures curve;
COMEX 4-year at-the-money silver implied volatility;
USD 3-month LIBOR discount curve;
First Mining’s estimated credit spread;
Probability of receiving future advanced payments; and
Quarterly delivery schedule of payable silver (updated for the recently completed Pre-Feasibility Study).
The fair value of the Silver Stream derivative liability is calculated at each reporting date as the net of the future Advance Payment tranches receivable (an asset for the
Company) and the Silver Stream obligation (a liability to the Company), with gains and losses recorded in the statement of net loss and comprehensive income (loss). The fair
value of the Silver Stream derivative liability at July 2, 2020 was determined to be US$5,431,000 ($7,378,000), which consisted of the fair value of the Advance Payment
tranches yet to be received of US$8,473,000 ($11,512,000), net of the fair value of the future Silver Stream obligation of US$13,904,000 ($18,890,000). At December 31,
2020 the fair value of the Silver Stream derivative liability is US$10,415,000 ($13,260,000), which is comprised of the Silver Stream obligation fair value of US$21,761,000
($27,706,000) less the Advance Payment receivable fair value of US$11,346,000 ($14,446,000).
20
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
5. SILVER STREAM DERIVATIVE LIABILITY (Continued)
Balance, December 31, 2019
Fair value of Silver Stream derivative liability - Initial Recognition on July 2, 2020
Change in fair value during the period
Balance, December 31, 2020
Silver Stream
derivative liability
-
(7,378)
(5,882)
(13,260)
$
$
The fair value of the 30 million common share purchase warrants issued to First Majestic as part of the transaction was calculated using the Black-Scholes option pricing
model. The fair value of the warrants of $6,278,000 was recorded in Equity (Warrant reserve) on the Company’s consolidated statements of financial position. The Company
measured the transaction date fair value using the following Black-Scholes assumptions:
Risk-free interest rate
Expected life (years)
Expected volatility(1)
Expected dividend yield
July 2,
2020
0.38%
5.00 years
70.65%
Nil
(1) The computation of expected volatility was based on the Company’s historical price volatility, over a period which approximates the expected life of the warrant.
6. PREPAID EXPENSES, ACCOUNTS AND OTHER RECEIVABLES
Category
Current
GST and HST receivables
Investment sale proceeds receivable (Note 7)
Other receivables
Prepaid expenses
Total prepaids expenses, current accounts and other receivables
Non-current
Mexican VAT receivable
December 31,
2020
December 31,
2019
$
$
593
1,715
38
354
2,700
$
$
-
231
-
72
349
652
103
755
Total prepaid expenses, accounts and other receivables
$
2,700
$
21
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
7. INVESTMENTS
The movements in investments during the years ended December 31, 2020 and 2019 are summarized as follows:
Balance as at December 31, 2019
Additions
Disposals
Gain recorded in other comprehensive loss
Gain (loss) recorded in net loss
Balance as at December 31, 2020
Balance as at December 31, 2018
Additions
Disposals
Gain recorded in other comprehensive loss
Balance as at December 31, 2019
$
$
$
$
Marketable
Securities
(FVTPL)
Marketable
Securities
(FVTOCI)
$
-
11,134
(6,672)
-
4,805
9,267
$
1,775
-
-
1,611
-
3,386
$
$
Warrants
(FVTPL)
Total
Investments
$
-
9,812
-
-
(4,040)
5,772
$
1,775
20,946
(6,672)
1,611
765
18,425
Marketable
Securities
(FVTPL)
Marketable
Securities
(FVTOCI)
Warrants
(FVTPL)
Total
Investments
-
-
-
-
-
$
$
$
2,597
231
(1,758)
705
1,775
$
-
-
-
-
-
$
$
2,597
231
(1,758)
705
1,775
The Company holds marketable securities of publicly traded companies as strategic interests and has less than a 10% equity interest in each of its investees, with the
exception of Treasury Metals (Note 4). The Auteco and First Majestic marketable securities were classified as FVTPL. Other marketable securities are designated as FVTOCI
in accordance with the Company’s accounting policy.
During the year ended December 31, 2020, the Company:
● sold a total of 405,698 common shares of First Majestic for net proceeds of $6,652,000 which resulted in a realized gain on sale of $1,422,000.
● received a total of 11.67 million Treasury Metals Warrants in connection with its Treasury Share Purchase Agreement (Note 4) which were classified as FVTPL.
As at December 31, 2020, there were 100,000 First Majestic shares sold but not yet settled for net proceeds of $1,715,000, which is recorded within “Prepaid expenses,
accounts and other receivables” in the statement of financial position (Note 6).
22
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
8. MINERAL PROPERTIES
As at December 31, 2020 and December 31, 2019, the Company has capitalized the following acquisition, exploration, and evaluation costs on its mineral properties:
Drilling,
exploration,
and
technical
consulting
Assaying,
field
supplies,
and
environmental
$
Travel and
other
expenditures
$
$
Option
payments
received
and
expenditures
recovered
Currency
translation
adjustments
$
Disposal,
impairment
or
reclassification
$
$
Balance
December
31, 2019 Acquisition
$
$
$
Concessions,
taxes, and
royalties
Salaries and
share-based
payments
76,775
27,374
5,133
2,084
20,071
19,263
98,894
2,615
252,209
452
154
252,815
$
$
-
4,219
-
-
-
-
-
-
4,219
-
-
4,219
$
$
740
11
3
-
20
20
2
7
803
48
5
856
$
$
$
1,300
145
1
-
148
71
430
7
2,102
-
-
2,102
$
$
$
4,828
52
7
1
140
4,409
796
37
10,270
-
-
10,270
$
$
Balance
December
31, 2018 Acquisition
$
$
$
Concessions,
taxes, and
royalties
Salaries and
share-based
payments
73,378
27,032
5,091
2,082
19,581
16,754
96,604
2,559
243,081
804
244
244,129
$
$
-
-
-
-
-
-
-
-
-
-
-
-
$
$
347
56
2
-
20
31
3
3
462
46
43
551
$
$
$
950
87
3
-
213
88
726
17
2,084
-
22
2,106
$
$
$
1,058
126
35
2
105
46
1,085
27
2,484
-
34
2,518
$
$
Springpole
Cameron
Duquesne
Pitt
Hope Brook
Pickle Crow
Goldlund (Note 4)
Others(1)
Canada Total
USA
Mexico
Total
Springpole
Cameron
Duquesne
Pitt
Hope Brook
Pickle Crow
Goldlund (Note 4)
Others(1)
Canada Total
USA
Mexico
Total
$
$
$
$
3,555
50
-
-
123
1,217
255
8
5,208
-
-
5,208
$
$
488
16
1
-
41
2,376
240
8
3,170
-
-
3,170
$
$
709
24
-
-
110
6
126
2
977
-
-
977
554
57
1
-
111
18
236
1
978
-
-
978
$
$
$
$
-
-
-
-
-
-
-
-
-
$
(48)
-
(48) $
-
-
-
-
-
(50)
-
-
(50) $
(25)
(179)
(254) $
-
-
-
-
-
-
Balance
December
31, 2020
87,907
31,875
5,144
2,085
20,612
24,986
-
6,378
178,987
442
-
179,429
(100,503)
3,702
(96,801) $
-
(167)
(96,968) $
Balance
December
31, 2019
76,775
27,374
5,133
2,084
20,071
19,263
98,894
2,615
252,209
452
154
252,815
$
-
-
-
-
-
-
-
-
-
$
(341)
-
(341) $
-
-
-
-
-
-
-
-
-
$
(10)
8
(2) $
-
-
-
-
-
-
-
-
-
$
(32)
(10)
(42) $
Drilling,
exploration,
and
technical
consulting
Assaying,
field
supplies,
and
environmental
$
Travel and
other
expenditures
$
$
Option
payments
received
and
expenditures
recovered
Currency
translation
adjustments
$
Disposal,
impairment
or
reclassification
$
(1)
Other mineral properties in Canada as at December 31, 2020 and December 31, 2019 include the mining claims and concessions located in the Township of
Duparquet, Quebéc, which are near the Company’s Duquesne gold project. Other mineral properties in Canada as at December 31, 2020 also include the 1.5% NSR
Royalty under the terms of the Treasury Share Purchase Agreement (Note 4), which was reclassified from “Goldlund” to “Others” during the year ended December
31, 2020.
The Company has various underlying agreements and commitments with respect to its mineral properties, which define annual or future payments in connection with
royalty buy-backs or maintenance of property interests.
23
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
8. MINERAL PROPERTIES (Continued)
a)
Pickle Crow Project
On March 12, 2020, the Company and Auteco executed a definitive Earn-In Agreement (the “Earn-In Agreement”) whereby Auteco may earn up to an 80% interest in PC
Gold, a wholly-owned subsidiary of First Mining which owns the Pickle Crow Project. Pursuant to the Earn-In Agreement, the Earn-In is comprised of two stages:
● Stage 1 Earn-In (51% earn-in) – Three-year initial earn-in period to acquire a 51% equity interest in PC Gold by:
o Spending $5,000,000 on exploration and environmental matters at the Pickle Crow Gold Project (or cash payments in lieu), of which $750,000 must be incurred
within the first 12 months; and
o Issuing 100 million shares of Auteco to First Mining.
● Stage 2 Earn-In (additional 19% to earn-in to 70%) – Upon completion of the Stage 1 Earn-In, Auteco will have a two-year follow-on period to acquire an additional
19% equity interest in PC Gold by:
o Spending a further $5,000,000 on exploration on the Pickle Crow Gold Project;
o Making a $1,000,000 cash payment to First Mining within 90 days of completing the additional exploration spend; and
o Issuing First Mining a 2% NSR royalty on the Project (1% of which can be bought back for USD$2,500,000) (issued upon completion of the Stage 2 Earn-In).
In addition, upon completion of the Stage 2 Earn-In, Auteco will have an option to acquire an additional 10% equity interest in PC Gold, exercisable any time following
completion of the Stage 2 Earn-In, by paying First Mining $3,000,000 in cash. First Mining’s residual 20% interest in the project is carried until a construction decision at
Pickle Crow, which is to be made after a final feasibility study and following Auteco having arranged sufficient financing to achieve commercial production. If Auteco should
fail to meet such requirements within the applicable time periods, the Earn-In Agreement will terminate and Auteco will be entitled to retain any interest which it has earned-
in to prior to the date of termination. During the term of the Earn-In Agreement, Auteco will incur all program costs and manage Pickle Crow exploration activity.
During the year ended December 31, 2020, the Company received the scheduled consideration in cash of $100,000 and 25 million shares of Auteco with a fair value on
receipt of $740,000 under the terms of the Earn-in Agreement. Auteco incurred a total of $3,570,000 in exploration expenditures during the year ended December 31, 2020.
As the Earn-In Agreement provides Auteco the right to earn an interest in PC Gold, rather than a direct interest in the Pickle Crow project, Auteco’s option to acquire PC Gold
shares is a financial liability of First Mining. As a derivative, the Option – PC Gold liability is classified as FVTPL.
As there is no observable market data which can be used to determine the fair value of the Option – PC Gold liability, management uses property specific and market-based
information to determine whether a significant change in the fair value of the option liability has occurred. Factors that are considered include:
● Performance of the Auteco share price;
● The amount or timing of Pickle Crow exploration expenditures incurred;
● Updates to the NI 43-101 resource report (or Australian equivalent);
● Milestone payment probability assumptions; and
● Gold spot prices over the period from the Earn-In Agreement closing to December 31, 2020.
24
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
8. MINERAL PROPERTIES (Continued)
As at December 31, 2020, management has estimated a fair value for the Option – PC Gold liability of $4,410,000. Management has concluded that there were no
developments in the period since inception that would indicate a material change in fair value and, accordingly, the Option – PC Gold liability remains recorded at the amount
received from the counterparty. These amounts include cash, exploration expenditures incurred and the value, at the time of receipt, of the 25 million Auteco shares received.
b)
Cameron Gold Project
On December 9, 2020, the Company and Metalore Resources Limited (“Metalore”) completed a transaction (“Metalore Transaction”) pursuant to which First Mining
acquired the East Cedartree claims from Metalore, filling in a strategic landholding which is contiguous to the Cameron Gold Project. Under the Metalore Transaction, as
consideration for the acquisition of the East Cedartree claims, First Mining paid Metalore $3,000,000 in cash and issued 3,000,000 shares of First Mining with a fair value of
$1,215,000.
c)
Mexican Property Portfolio
Mineral properties in Mexico as at December 31, 2019 included Miranda, Socorro, San Ricardo, Las Margaritas, Puertecitos, Los Tamales, Geranio, El Apache, El Roble,
Batacosa and Lachatao. On April 28, 2020, the Company entered into a share purchase agreement with a third-party private company (the “Purchaser”) pursuant to which the
Purchaser acquired all of the issued and outstanding shares of 0924682 B.C. Ltd. and 1089568 B.C. Ltd., two wholly-owned subsidiaries of the Company that held all of the
shares of two Mexican subsidiaries which owned all of the Company’s Mexican mineral properties. Consideration consisted of a nominal amount of cash, and the grant to the
Company of a 2% NSR on 10 of the 11 Mexican mineral properties. Following the date of this sales agreement, First Mining no longer holds any subsidiaries or mineral
properties in Mexico. The transaction resulted in a $303,000 loss on disposal of subsidiaries which was recorded on the statement of net loss and comprehensive income (loss)
for the year ended December 31, 2020, and the resultant recycling of currency translation adjustment on disposal of the Mexican subsidiaries amounting to $616,000.
9. MINERAL PROPERTY INVESTMENTS
The Company, through its subsidiary Clifton Star Resources Inc. (“Clifton”), has a 10% equity interest in the shares of Beattie Gold Mines Ltd., 2699681 Canada Ltd., and
2588111 Manitoba Ltd which directly or indirectly own various mining concessions and surface rights, collectively known as the Duparquet gold project.
Mineral property investments (which comprise equity interests in the shares of three private companies) are designated as FVTOCI, with changes in fair value recorded in
other comprehensive income (loss).
As there is no observable market data which can be used to determine the fair value of the Company’s mineral property investments, management uses property specific and
market-based information to determine whether a significant change in the fair value of these investments has occurred. Factors that are considered include:
● Changes in the economic and regulatory environment for the jurisdiction in which the Duparquet Gold project is located;
● Gold spot prices over the period from the acquisition of the investment to December 31, 2020;
● The Company’s market capitalization per in-situ ounce which are attributable to the Duparquet Gold project; and
● Recent transactions involving mineral properties located in Quebec.
25
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
9. MINERAL PROPERTY INVESTMENTS (Continued)
During the year ended December 31, 2020, management determined, as a function of the rising gold price environment, that there was an increase in the fair value of mineral
property investments and a fair value gain of $1,329,000 was recorded during the year ended December 31, 2020 (year ended December 31, 2019 - $981,000) (Note 20). As
at December 31 2020, the fair value of the Company’s mineral property investments is $6,726,000 (December 31, 2019 - $5,398,000).
10. RIGHT-OF-USE ASSET AND LEASE LIABILITY
In December 2019, the Company entered into a 5-year lease agreement to use Vancouver office space. At the commencement date of the lease, the lease liability was
measured at the present value of the lease payments. The lease payments are discounted using an interest rate of 10%, which is the Company’s estimated incremental
borrowing rate.
a)
Right-of-Use Asset
Balance, beginning of year
Present value of future lease payments
Depreciation
Balance, end of year
b)
Lease Liability
Balance, beginning of year
Present value of future lease payments
Finance costs
Repayments of principal
Payments of finance costs
Balance, end of year
Statements of Financial Position Presentation
Current portion of lease liability
Non-current lease liability
Total
$
$
$
$
$
$
26
December 31,
2020
December 31,
2019
648
-
(119)
529
$
$
-
648
-
648
December 31,
2020
December 31,
2019
$
648
-
56
(94)
(56)
554
$
-
648
-
-
-
648
December 31,
2020
December 31,
2019
112
442
554
$
$
94
554
648
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
10. RIGHT-OF-USE ASSET AND LEASE LIABILITY (Continued)
Maturity analysis – contractual undiscounted cash flows:
As at
Less than one year
One to five years
More than five years
Total undiscounted lease liability
11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Category
Accounts payable
Accrued liabilities
Total
12. ENVIRONMENTAL RECLAMATION PROVISION
December 31,
2020
December 31,
2019
163
515
-
678
$
$
149
678
-
827
December 31,
2020
December 31,
2019
837
1,176
2,013
$
$
768
630
1,398
$
$
$
$
The Company has an obligation to undertake decommissioning, restoration, rehabilitation and environmental work when environmental disturbance is caused by the
exploration and development of a mineral property. As at December 31, 2020, the Company estimates that the fair value of the environmental reclamation provision for the
Pickle Crow Gold Project, in Ontario, is $3,383,000 (December 31, 2019 - $2,355,000). The liability was estimated based on management’s interpretation of current
regulatory requirements and is recognized at the present value of such costs. The amount is recorded in the “Assaying, field supplies, and environmental” category in Mineral
Properties per Note 8. The undiscounted balance of the estimated cash flows is $3,190,000 in 2020 dollars. The recorded amount has been measured using a risk-free discount
rate of between 0.20% and 0.60% based on Canadian government bonds with associated maturities which match the estimated cash outflows and using an inflation rate of 2%
per year. The cash outflows in respect of the provision are estimated to occur over the next eleven years.
December 31,
2020
December 31,
2019
Balance, beginning of year
Additions to present value of environmental reclamation provision
Reclamation costs incurred
Interest or accretion expense
Balance, end of year
$
$
27
$
2,355
1,200
(200)
28
3,383
$
-
2,355
-
-
2,355
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
12. ENVIRONMENTAL RECLAMATION PROVISION (Continued)
Statements of Financial Position Presentation
Current portion of environmental reclamation provision
Non-current environmental reclamation provision
Total
13. SHARE CAPITAL
a)
Authorized
Unlimited number of common shares with no par value.
Unlimited number of preferred shares with no par value.
b)
Issued and Fully Paid
Common shares: 697,216,453 (December 31, 2019 – 591,997,138).
Preferred shares: nil (December 31, 2019 – nil).
Bought Deal Financing
December 31,
2020
December 31,
2019
$
$
250
3,133
3,383
$
$
716
1,639
2,355
On August 26, 2020, the Company closed a bought deal offering (the “August Offering”). Pursuant to the August Offering, the Company issued 57,500,000 units of the
Company (the “Bought Deal Units”) at a price of $0.50 per Bought Deal Unit for gross proceeds of $28,750,000. In connection with the August Offering, the Company paid
issuance costs of $2,073,000 in cash, including professional fees, underwriters’ commission, and underwriters’ legal fees. Each Bought Deal Unit consists of one common
share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Bought Deal Warrant”). Each Bought Deal
Warrant entitles the holder to acquire one common share of the Company for a period of 24 months following the closing of the August Offering at a price of $0.70. An
amount of $23,518,000 ($25,339,000 net of allocated issuance costs of $1,821,000) was recorded in share capital. The Bought Deal Warrants were valued at $3,159,000
($3,411,000 net of allocated issuance costs of $252,000) using the relative fair value method.
28
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
13. SHARE CAPITAL (Continued)
Non-Brokered Private Placement Financing
On March 6, 2020, the Company completed a non-brokered private placement raising aggregate gross proceeds of $8,532,000 (the “March Offering”). Pursuant to the March
Offering, the Company issued an aggregate of 27,420,318 units of the Company (the “Units”) at a price of $0.22 per Unit for gross proceeds of $6,032,000 and 10,000,000
flow-through units of the Company (the “FT Units”) at a price of $0.25 per FT Unit for gross proceeds of $2,500,000. In connection with the March Offering, the Company
paid issuance costs of $158,000 in cash. Each Unit consisted of one common share of the Company and one-half of one common share purchase warrant (each whole
common share purchase warrant, a "Warrant"). Each Warrant entitles the holder to acquire one common share of the Company for a period of 36 months from the date of
issuance at a price of $0.33. Each FT Unit consisted of one flow-through common share of the Company that qualifies as a "flow-through share" for the purposes of the
Income Tax Act (Canada) (the “ITA”) and one-half of one Warrant on the same terms as the Warrants forming part of the Units. An amount of $7,274,000 ($7,410,000 net of
allocated issuance costs of $136,000) was recorded in share capital. The Warrants were valued at $1,100,000 ($1,122,000 net of allocated issuance costs of $22,000) using the
relative fair value method, and the remaining $300,000, representing the implied premium, was recorded as a flow-through share premium liability (Note 14).
Private Placement Equity Financing with Ausenco
First Mining has entered into an agreement with Ausenco Engineering Canada Inc. (“Ausenco”) to complete a PFS for the Company’s Springpole Gold Project. Ausenco or
an affiliate will be entitled to receive approximately $1,600,000 in fees thereunder. Pursuant to the agreement with Ausenco, on January 15, 2020 the Company closed a
private placement with Ausenco, for gross cash proceeds of approximately $750,000 in respect of its subscription for common shares (the “Ausenco Offering”). Pursuant to
the Ausenco Offering, First Mining issued 2,777,777 common shares to Ausenco at a price of $0.27 per common share. First Mining then prepaid $750,000 to Ausenco for
the first tranche of work under the PFS, and these services were provided to the Company in full during the year ended December 31, 2020.
ATM distributions
On August 20, 2019, First Mining announced it had entered into an at‐the‐market ("ATM") equity distribution agreement with Cantor Fitzgerald Canada Corporation
(“Cantor”) as agent pursuant to which First Mining may, at its discretion and from time‐to‐time, sell up to $15.0 million of common shares of the Company to the public at
the prevailing market price of the Company’s common shares on the TSX at the time of such sale. The sale of these common shares will be made through “at‐the‐market
distributions” as defined in the Canadian Securities Administrators’ National Instrument 44‐102 Shelf Distributions, including sales made directly on the TSX, or any other
recognized marketplace upon which the Company’s common shares are listed or quoted or where the common shares are traded in Canada. During the year ended December
31, 2020, First Mining sold 532,000 common shares of the Company under the ATM program at an average price of $0.24 per common share for gross proceeds of $129,000,
or net proceeds of $125,000 after deducting the commission of $4,000 paid to Cantor in respect of these ATM sales.
29
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
13. SHARE CAPITAL (Continued)
c) Warrants
The movements in warrants during the years ended December 31, 2020 and 2019 are summarized as follows:
Balance as at December 31, 2018
Warrants issued
Warrants exercised
Warrants expired
Balance as at December 31, 2019
Warrants issued
Warrants exercised
Balance as at December 31, 2020
Weighted average
exercise price
Number
20,116,855
12,845,383
$
(214,200)
(16,875,040)
15,872,998
77,460,159
$
(247,500)
93,085,657
$
0.99
0.40
0.20
1.10
0.41
0.49
0.34
0.48
2.15
3.57
0.46
1.65
2.59
The following table summarizes information about warrants outstanding as at December 31, 2020:
Exercise price
Number of
warrants outstanding
Weighted average
exercise price
($ per share)
Weighted average
remaining life (years)
$
$
$
$
0.33
0.40
0.44
0.70
18,512,659
42,795,383
3,027,615
28,750,000
93,085,657
$
$
$
$
$
0.33
0.40
0.44
0.70
0.48
The Warrants issued during the year ended December 31, 2020 and year ended December 31, 2019 (excluding warrants issued to First Majestic under the terms of the Silver
Purchase Agreement (Note 5)) have been valued using the Black-Scholes option pricing model with the following weighted average assumptions:
Risk-free interest rate
Expected life (years)
Expected volatility(1)
Expected dividend yield
d)
Stock Options
Year ended
December 31, 2020
Year ended
December 31,
2019
0.85%
2.39 years
68.36%
Nil
1.55%
3.00 years
67.22%
Nil
The Company has adopted a stock option plan that allows for the granting of stock options to Directors, Officers, employees and certain consultants of the Company for up to
10% of the Company’s issued and outstanding common shares. Stock options granted under the plan may be subject to vesting provisions as determined by the Board of
Directors.
30
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
13. SHARE CAPITAL (Continued)
The movements in stock options during the years ended December 31, 2020 and 2019 are summarized as follows:
Balance as at December 31, 2018
Granted – January 7, 2019
Granted – April 1, 2019
Granted – April 29, 2019
Options expired
Options forfeited
Balance as at December 31, 2019
Granted – January 31, 2020
Granted – April 1, 2020
Granted – October 30, 2020
Granted – December 1, 2020
Options exercised
Options expired
Options forfeited
Balance as at December 31, 2020
Weighted average
exercise price
$
$
Number
48,265,000
5,000,000
750,000
2,000,000
(7,700,000)
(1,387,500)
46,927,500
8,750,000
1,100,000
900,000
600,000
(3,717,500)
(2,790,000)
(5,950,000)
45,820,000
$
0.61
0.40
0.40
0.40
0.68
0.50
0.57
0.25
0.25
0.43
0.405
0.33
0.40
0.52
0.53
The weighted average closing share price at the date of exercise for the year ended December 31, 2020 was $0.44 (December 31, 2019 – $nil). 3,717,500 stock options were
exercised during the year ended December 31, 2020 (December 31, 2019 – Nil).
The following table summarizes information about the stock options outstanding as at December 31, 2020:
Exercise
price
0.01 – 0.50
0.51 – 1.00
$
$
Options Outstanding
Number
of options
25,935,000
19,885,000
45,820,000
$
$
Weighted average
exercise price
($ per share)
0.36
0.75
0.53
Weighted average
remaining life (years)
2.42
1.10
2.41
Number
of options
20,410,000
19,885,000
40,295,000
Options Exercisable
Weighted average
exercise price
($ per share)
$
$
0.37
0.75
0.56
Weighted average
remaining life (years)
3.19
1.10
2.16
During the year ended December 31, 2020, there were 11,350,000 (December 31, 2019 - 7,750,000) stock options granted with an aggregate fair value of $1,500,411
(December 31, 2019 - $1,550,000), or a weighted average fair value of $0.13 per option (December 31, 2019 – $0.20). As at December 31, 2020, 5,525,000 (December 31,
2019 – 6,565,625) stock options remain unvested with an aggregate grant date fair value of $402,000 (December 31, 2019 - $392,000).
31
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
13. SHARE CAPITAL (Continued)
Certain stock options granted were directly attributable to exploration and evaluation expenditures on mineral properties and were therefore capitalized to mineral properties.
In addition, certain stock options were subject to vesting provisions. These two factors result in differences between the aggregate fair value of stock options granted and total
share-based payments expensed during the periods. Total share-based payments expense during the years ended December 31, 2020 and 2019 was classified within the
financial statements as follows:
Statements of Net Loss:
General and administration
Exploration and evaluation
Investor relations and marketing communications
Corporate development and due diligence
Subtotal
Statements of Financial Position:
Mineral Properties
Total
For the year ended December 31,
2020
2019
500
148
144
166
958
$
$
824
143
325
304
1,596
For the year ended December 31,
2020
2019
442
1,400
$
$
572
2,168
$
$
$
$
The grant date fair value of the stock options recognized in the years ended December 31, 2020 and 2019 have been estimated using the Black-Scholes option pricing model
with the following weighted average assumptions:
Risk-free interest rate
Share price at grant date (in dollars)
Exercise price (in dollars)
Expected life (years)
Expected volatility(1)
Forfeiture rate
Expected dividend yield
Year ended
December 31, 2020
Year ended
December 31,
2019
$
$
1.72%
0.25
0.27
4.96 years
$
$
69.10%
5.26%
Nil
2.20%
0.36
0.40
5.00 years
71.86%
5.00%
Nil
(1) The computation of expected volatility was based on the Company’s historical price volatility, over a period which approximates the expected life of the option.
32
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
14. FLOW-THROUGH SHARE PREMIUM LIABILITY
The following is a continuity schedule of the liability portion of the Company’s flow-through share issuances:
February 14,
2020
December 18,
2019
May 16,
2019
Total
Balance, December 31, 2018
Liability incurred for flow-through shares issued May 16, 2019
Settlement of flow-through share premium liability upon incurring eligible expenditures
Liability incurred for flow-through shares issued December 18, 2019
Balance, December 31, 2019
Liability incurred for flow-through shares issued February 14, 2020
Settlement of flow-through share premium liability upon incurring eligible expenditures
Balance, December 31, 2020
$
$
$
$
-
-
-
-
300
(300)
-
$
$
$
-
-
-
296
296
-
(296)
-
$
$
$
-
475
(430)
-
45
-
(45)
-
$
$
-
475
(430)
296
341
300
(641)
-
As at December 31, 2020, the Company had $nil (December 31, 2019 - $2,178,000) of unspent flow-through expenditure commitments. The Company reversed the
associated flow-through share premium liability and recognized a deferred income tax recovery of $1,587,000 (December 31, 2019 - $430,000) in the Company’s
consolidated financial statements for the year ended December 31, 2020.
33
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
15. OPERATING EXPENSES
Operating expenditures by nature, which map to the Company’s functional operating expense categories presented in the consolidated statements of net loss and
comprehensive income (loss), are as follows:
Administrative and office
Consultants
Depreciation (non-cash)
Directors fees
Investor relations and marketing communications
Professional fees
Salaries
Share-based payments (non-cash) (Note 13(h))
Transfer agent and filing fees
Travel and accommodation
Operating expenses total
Impairment of non-current assets (non-cash) (Note 4)
Loss from operational activities
Administrative and office
Consultants
Depreciation (non-cash)
Directors fees
Investor relations and marketing communications
Professional fees
Salaries
Share-based payments (non-cash) (Note 13(h))
Transfer agent and filing fees
Travel and accommodation
Operating expenses total
Impairment of non-current assets (non-cash) (Note 8)
Loss from operational activities
For the year ended December 31, 2020
Investor
relations
and marketing
communications
Corporate
development
and
due diligence
Exploration
and
evaluation
166 $
71
159
-
3
1
236
148
-
28
812 $
34 $
10
-
-
579
-
287
144
41
16
1,111 $
3 $
-
-
-
22
-
269
166
-
8
468 $
$
For the year ended December 31, 2019
Investor
relations
and marketing
communications
Corporate
development
and
due diligence
Exploration
and
evaluation
General and
administration
$
$
232 $
164
146
288
3
934
1,121
500
163
22
3,573 $
General and
administration
424 $
108
14
277
1
614
899
824
193
60
3,414 $
176 $
211
157
-
8
5
329
143
-
95
1,124 $
21 $
29
-
-
592
-
175
325
1
34
1,177 $
2 $
-
-
-
-
-
179
304
-
32
517 $
$
$
$
34
Total
435
245
305
288
607
934
1,913
958
204
74
5,964
24,870
30,834
Total
623
348
171
277
601
619
1,582
1,596
194
221
6,232
341
6,573
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
16. SEGMENT INFORMATION
The Company operates in a single reportable operating segment, being the acquisition, exploration, development and selective disposition of North American mineral
properties. Geographic information about the Company’s non-current assets, excluding financial instruments, as at December 31, 2020 and December 31, 2019 is as follows:
Non-current assets
Canada
USA
Mexico
Total
17. INCOME TAXES
Net loss before income tax
Combined Canadian statutory income tax rate
Income tax recovery computed at statutory income tax rate
Tax effect of:
Permanent differences and other
Investment in Treasury Metals
Obligation to distribute investments
Flow-though eligible expenditures
Difference in tax rates in foreign jurisdictions
Impact of disposal of subsidiaries
Flow-through share premium liability
Changes in unrecognized deferred tax assets
Income tax recovery (expense)
December 31,
2020
December 31,
2019
$
$
244,018
444
-
244,462
$
$
253,587
454
252
254,293
Year ended
December 31,
2020
Year ended
December 31,
2019
$
35,848
$
27.00%
9,679
(2,041)
(1,916)
(1,802)
(1,240)
(308)
(10,358)
641
8,932
1,587
$
$
6,443
27.00%
1,740
(89)
-
-
(465)
(17)
-
430
(2,115)
(516)
Deferred tax assets and liabilities are offset if they relate to the same taxable entity and the same taxation authority. No deferred tax asset has been recognized in respect to the
losses and temporary differences below, as it is not considered probable that sufficient future taxable profit will allow the deferred tax asset to be recovered.
Recognized deferred income tax assets (liabilities) are comprised of:
Non-capital loss carryforwards
Mineral properties
Mineral property investments
Total
35
December 31,
2020
December 31,
2019
$
$
$
5,384
(3,073)
(2,311)
-
$
1,162
(1,978)
(130)
(946)
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
17. INCOME TAXES (Continued)
Deferred tax assets have not been recognized in respect of the following temporary differences:
Non-capital loss carryforwards
Investment in Treasury Metals
Silver Stream derivative liability
Investment tax credits
Other
Undeducted financing costs
Property and equipment
Mineral properties
Capital loss carryforwards
Total
December 31,
2020
December 31,
2019
$
$
49,232
14,188
5,882
5,119
3,936
1,874
807
174
82
81,294
$
$
96,779
-
-
5,282
2,662
152
1,126
8,304
5,654
119,959
As at December 31, 2020, the Company and its subsidiaries had unrecognized Canadian non-capital loss carryforwards of approximately $68,059,000 (2019 - $99,214,000)
which expire between the years 2026 and 2040, unrecognized Canadian capital loss carryforwards of approximately $82,000 (2019 - $5,654,000) which can be carried
forward indefinitely, unrecognized Canadian investment tax credits of approximately $5,119,000 (2019 - $5,282,000) which expire between the years 2024 and 2033.
18. RELATED PARTY TRANSACTIONS
The Company’s related parties consist of the Company’s Directors and Officers, and any companies associated with them.
Key management includes the Directors, Officers and Vice Presidents of the Company. The compensation paid or payable to key management for services during the years
ended December 31, 2020 and 2019 is as follows:
Service or Item
Directors’ fees
Salaries and bonuses
Share-based payments (non-cash)
Total
Year ended December 31,
2020
2019
288
1,659
990
2,937
$
$
277
1,188
1,601
3,066
$
$
36
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
19. SUPPLEMENTAL CASH FLOW INFORMATION
During the year ended December 31, 2020, the significant non-cash investing and financing transactions were as follows:
● 24,220 shares issued with a value of $4,000 in connection with a previous mineral property acquisition;
● 3,000,000 shares issued with a value of $1,215,000 in connection with acquisition of the East Cedartree claims (Note 8); and
● Received 25 million shares of Auteco with a fair value of $740,000 in connection with the Earn-In Agreement (Note 8(a)), 805,698 shares of First Majestic with a fair
value of $10,394,000 in connection with the Silver Purchase Agreement (Note 5), 43.33 million shares of Treasury Metals with a fair value of $78,000,000 and 11.67
million Treasury Metals Warrants with a fair value of $9,812,000 in connection with the Treasury Share Purchase Agreement (Note 4).
During the year ended December 31, 2019, significant non-cash investing and financing transactions were as follows:
● 370,250 shares issued as finder’s fee in connection with December 18, 2019 private placement (Note 13); and
● Received 1,217,532 shares of Gainey Capital Corp. with a fair value of $171,000 under the terms of the option agreement with Gainey Capital Corp.
20. FAIR VALUE
Fair values have been determined for measurement and/or disclosure requirements based on the methods below.
The Company characterizes fair value measurements using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The three levels of the
fair value hierarchy are as follows:
●
●
●
Level 1: fair value measurements are quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3: fair value measurements are those derived from valuation techniques that include significant inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
The carrying values of cash and cash equivalents, current accounts receivables, and accounts payable and accrued liabilities approximated their fair values because of the
short-term nature of these financial instruments. These financial instruments are classified as financial assets and liabilities at amortized cost.
The carrying value of the non-current reclamation deposit approximated its fair values as the amount is represented by a cash deposit. This financial instrument is classified as
a financial asset at amortized cost.
The carrying value of investments (except for Treasury Metals Warrants) were based on the quoted market prices of the shares as at December 31, 2020 and was therefore
considered to be Level 1. The fair value of Treasury Metals Warrants is determined using certain Level 2 inputs, as the Black-Scholes valuation model incorporates Treasury
Metals’ share price volatility.
37
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
20. FAIR VALUE (Continued)
The mineral property investments (First Mining’s 10% equity interest in three privately held companies that own the Duparquet Gold Project) are classified as financial assets
at FVTOCI. The fair value of the mineral property investments was not based on observable market data and was therefore considered to be Level 3. The initial fair value of
the mineral property investments was determined based on attributable pro-rata gold ounces for the Company’s 10% indirect interest in the Duparquet project, which formed
part of the identifiable assets from the acquisition of Clifton. Subsequently, the fair value has been reassessed at each period end. Scenarios which may result in a significant
change in fair value include, among others, a change in the performance of the investee, a change in the performance of comparable entities, a change in gold price, a change
in the economic environment, or evidence from external transactions in the investee’s equity. During the year ended December 31, 2020, management concluded that there
was an increase in the fair value of the mineral property investments, and a fair value gain of $1,329,000 (December 31, 2019 - $981,000) was recorded (Note 9).
As the Earn‐In Agreement provides Auteco the right to earn an interest in PC Gold, rather than a direct interest in the Pickle Crow project, Auteco’s option to acquire PC
Gold shares is a financial liability of First Mining. As a derivative, the Pickle Crow project option liability is classified as financial liability at FVTPL. The carrying value of
the Option - Pickle Crow Gold Project was not based on observable market data and involved complex valuation methods and was therefore considered to be Level 3. The
initial fair value of the Option – Pickle Crow Gold Project was determined based on initial consideration in cash of $100,000, 25 million shares of Auteco with a fair value
upon receipt of $740,000 and exploration expenditures incurred by Auteco under the terms of the Earn-in Agreement. Scenarios which may result in a significant change in
fair value include, among others, performance of the Auteco share price, the amount or timing of Pickle Crow exploration expenditures incurred or updates to the NI 43-101
(or Australian equivalent) resource report. During the year ended December 31, 2020, management concluded that there was no significant change in the fair value of the
Option – PC Gold liability.
The Silver Stream was determined to be a derivative liability, which is classified as a financial liability at FVTPL. The carrying value of the derivative liability was not based
on observable market data and involved complex valuation methods and was therefore considered to be Level 3.
The following table presents the Company’s fair value hierarchy for financial assets and liabilities that are measured at fair value:
December 31, 2020
Fair value measurement
December 31, 2019
Fair value measurement
Carrying value
Level 1
Level 2
Level 3
Carrying value
Level 1
Level 2
Level 3
Financial assets:
Investments (Notes 4, 7)
Mineral property investments
(Note 9)
Financial liabilities:
Silver Stream derivative liability
(Note 5)
Option – PC Gold (Note 8(a))
$
$
18,425 $
12,653 $
5,772 $
- $
1,775 $
1,775 $
6,726
-
-
6,726
5,398
-
13,260
4,410 $
-
- $
-
- $
13,260
4,410 $
-
- $
-
- $
38
- $
-
-
- $
-
5,398
-
-
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
20. FAIR VALUE (Continued)
During the year ended December 31, 2020 there have been no transfers of amounts between levels in the fair value hierarchy.
The classification of the financial instruments as well as their carrying values as at December 31, 2020 and 2019 is shown in the table below:
At December 31, 2020
Financial assets:
Cash and cash equivalents
Current accounts and other receivables
Investments
Mineral property investments
Reclamation deposit
Total financial assets
Financial liabilities:
Accounts payable and accrued liabilities
Option – PC Gold
Silver Stream derivative liability
Total financial liabilities
At December 31, 2019
Financial assets:
Cash and cash equivalents
Current accounts and other receivables
Investments
Mineral property investments
Reclamation deposit
Total financial assets
Financial liabilities:
Accounts payable and accrued liabilities
Option – PC Gold
Silver Stream derivative liability
Total financial liabilities
Amortized Cost
FVTPL
FVTOCI
Total
$
$
$
$
28,901
1,753
-
-
121
30,775
2,013
-
-
2,013
$
$
$
$
-
-
15,039
-
-
15,039
-
4,410
13,260
17,670
$
$
$
$
-
-
3,386
6,726
-
10,112
-
-
-
-
$
$
$
$
28,901
1,753
18,425
6,726
121
55,926
2,013
4,410
13,260
19,683
Amortized Cost
FVTPL
FVTOCI
Total
$
$
$
$
5,902
97
-
-
119
6,118
1,398
-
-
1,398
$
$
$
$
-
-
-
-
-
-
-
-
-
-
$
$
$
$
-
-
1,775
5,398
-
7,173
-
-
-
-
$
$
$
$
5,902
97
1,775
5,398
119
13,291
1,398
-
-
1,398
21. FINANCIAL AND CAPITAL RISK MANAGEMENT
The Company thoroughly examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks
include market risk (including equity price risk, foreign currency risk, interest rate risk and commodity price risk), credit risk, liquidity risk, and capital risk. Where material,
these risks are reviewed and monitored by the Board of Directors.
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
39
21. FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued)
The Board of Directors has overall responsibility for the determination of the Company’s risk management objectives and policies. The overall objective of the Board is to set
policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility.
a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk includes equity price risk,
foreign currency risk, interest rate risk and commodity price risk.
Equity Price Risk
The Company is exposed to equity price risk as a result of holding investments in equity securities, which are comprised of marketable securities and mineral property
investments, in other mineral property exploration companies.
If the fair value of our investments in equity instruments designated as FVTPL had been 10% higher or lower as at December 31, 2020, net loss for the year ended December
31, 2020 would have decreased or increased, respectively, by approximately $1,504,000 (2019 – $nil), as a result of changes in the fair value of equity investments. If the fair
value of our investments in equity instruments designated as FVTOCI had been 10% higher or lower as at December 31, 2020, other comprehensive income (loss) for the year
ended December 31, 2020 would have decreased or increased, respectively, by approximately $1,011,000 (2019 – $717,000), as a result of changes in the fair value of equity
investments.
Foreign Currency Risk
The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. During the first half of 2020, the Company operated in Canada and the
United States, and a portion of the Company’s expenses were incurred in Canadian dollars (“CAD”), and US dollars (“USD”). A significant change in the currency exchange
rates between the Canadian and US currencies could have an effect on the Company’s results of operations, financial position or cash flows. As at December 31, 2020, the
Company held USD denominated cash and cash equivalents of $5,567,000. The Company has not hedged its exposure to currency fluctuations.
Interest Rate Risk
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company does not have any borrowings that are subject to
fluctuations in market interest rate. Interest rate risk is limited to potential decreases on the interest rate offered on cash and cash equivalents held with chartered Canadian
financial institutions. The Company manages its interest rate risk by seeking to optimize the interest income earned on excess funds while maintaining the necessary liquidity
to conduct its day-to-day operations. The Company considers this risk to be immaterial.
40
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
21. FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued)
Commodity price risk
The Company is subject to commodity price risk from fluctuations in the market prices for silver. Commodity price risks are affected by many factors that are outside the
Company’s control including global or regional consumption patterns, the supply of and demand for metals, speculative activities, the availability and costs of metal
substitutes, inflation, and political and economic conditions. The financial instrument impacted by commodity prices is the Silver Stream derivative liability.
b) Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments
which are potentially subject to credit risk for the Company consist primarily of cash and cash equivalents, accounts and other receivables, and the reclamation deposit. The
Company considers credit risk with respect to its cash and cash equivalents to be immaterial as cash and cash equivalents are mainly held through high credit quality major
Canadian financial institutions as determined by ratings agencies.
c) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it will have sufficient
cash to allow it to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the
Company’s reputation. The Company manages its liquidity risk by preparing annual estimates of exploration and administrative expenditures and monitoring actual
expenditures compared to the estimates to ensure that there is sufficient capital on hand to meet ongoing obligations.
The following table summarizes the maturities of the Company’s financial liabilities as at December 31, 2020 based on the undiscounted contractual cash flows:
Accounts payable and accrued liabilities
Lease liability
$
2,013 $
554
2,013 $
678
2,013 $
163
- $
333
After 5 years
-
-
- $
182
Carrying
Amount
Contractual
Cash Flows
Less than 1
year
1 – 3 years
4 – 5 years
As at December 31, 2020, the Company held cash and cash equivalents of $28,901,000 (December 31, 2019 - $5,902,000). The Company believes it has sufficient cash on
hand to meet operating requirements as they arise for at least the next 12 months.
d) Capital Risk Management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and retention of its
mineral properties. The Company has historically demonstrated the ability to raise new capital through equity issuances and/or through surplus cash as part of its acquisitions.
In the management of capital, the Company includes the components of shareholders’ equity as well as cash. The Company prepares annual estimates of exploration and
administrative expenditures and monitors actual expenditures compared to the estimates to ensure that there is sufficient capital on hand to meet ongoing obligations.
41
FIRST MINING GOLD CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)
22. SUBSEQUENT EVENTS
Stock Options Grant
Subsequent to December 31, 2020, the Company granted 8,615,000 incentive stock options to Directors, Officers, employees and consultants of the Company under the terms
of its share-based compensation plan. The stock options have an exercise price of $0.435 per share and are exercisable for a period of five years from the grant date.
Restricted Share Unit and Deferred Share Unit Grants
Subsequent to December 31, 2020, the Company granted 1,550,000 restricted share units to Officers of the Company under the terms of its share-based compensation plan
and will vest and be payable in equal tranches over a three-year period (one-third per year) in common shares. In addition, the Company granted 40,000 deferred share units
to a Director of the Company under the terms of its share-based compensation plan which will be payable in common shares.
Exercise of Stock Options and Warrants
Subsequent to December 31, 2020, 25,000 stock options were exercised for gross proceeds of $6,250 and 10,000 warrants were exercised for gross proceeds of $3,000.
Silver Stream with First Majestic Silver
Subsequent to December 31, 2020, the Company announced the positive results of a PFS completed for Springpole Gold Project. Upon completion of a positive PFS, in
accordance with the Silver Purchase Agreement, First Mining received US$7.5 million from First Majestic (US$3.75 million paid in cash and the remaining US$3.75 million
in common shares of First Majestic).
Pickle Crow Gold Project – Stage 1 Earn-In
Subsequent to December 31, 2020, Auteco has fulfilled the Stage 1 Earn-In $5,000,000 exploration expenditures requirement of the Earn-In Agreement with respect to its
Pickle Crow Gold Project. As a result, Auteco will hold a meeting of its shareholders to approve the issuance of 100,000,000 Auteco shares to First Mining, and it will apply
to the ASX for listing approval for such shares. First Mining expects to receive the 100,000,000 Auteco shares by the end of April, and upon receipt of such shares, Auteco
will earn a 51% interest in PC Gold (the subsidiary which owns the Pickle Crow project).
42
TSX: FF | OTCQX: FFMGF | FRANKFURT: FMG
MANAGEMENT’S
DISCUSSION & ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2020
Suite 2070 – 1188 West Georgia Street, Vancouver, British Columbia V6E 4A2
www.firstmininggold.com | 1-844-306-8827
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
TABLE OF CONTENTS
COMPANY OVERVIEW AND STRATEGY
2020 HIGHLIGHTS
SELECTED FINANCIAL INFORMATION
ONTARIO MINERAL PROPERTY PORTFOLIO LOCATIONS(1)
MINERAL PROPERTY PORTFOLIO GOLD RESERVES(1)
MINERAL PROPERTY PORTFOLIO GOLD RESOURCES(1)
MINERAL PROPERTY PORTFOLIO REVIEW
SELECTED QUARTERLY FINANCIAL INFORMATION
RESULTS OF CONTINUING OPERATIONS
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
FINANCIAL INSTRUMENTS
RELATED PARTY TRANSACTIONS
OFF-BALANCE SHEET ARRANGEMENTS
NON-IFRS MEASURES
ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED
CRITICAL ACCOUNTING ESTIMATES
CRITICAL ACCOUNTING JUDGMENTS
ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED
RISKS AND UNCERTAINTIES
QUALIFIED PERSONS
SECURITIES OUTSTANDING
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
FORWARD-LOOKING INFORMATION
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES
3
4
6
7
8
9
10
22
23
25
26
26
26
27
28
28
28
29
29
32
32
33
34
34
Page 2
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
GENERAL
This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the audited consolidated financial statements of First Mining Gold Corp. (the
“Company” or “First Mining”) for the years ended December 31, 2020 and 2019, which are prepared in accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board (“IFRS”). These documents along with additional information on the Company, including the Company’s Annual
Information Form (“AIF”) for the year ended December 31, 2020, are available under the Company’s SEDAR profile at www.sedar.com, on EDGAR at www.sec.gov.
In this MD&A, unless the context otherwise requires, references to the “Company”, “First Mining”, “we”, “us”, and “our” refer to First Mining Gold Corp. and its
subsidiaries.
This MD&A contains “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities laws. See the section of this
MD&A titled “Forward-Looking Information” for further details. In addition, this MD&A has been prepared in accordance with the requirements of Canadian securities
laws, which differ in certain material respects from the disclosure requirements of United States securities laws, particularly with respect to the disclosure of mineral reserves
and mineral resources. See the section of this MD&A titled “Cautionary Note to U.S. Investors Regarding Mineral Resource and Mineral Reserve Estimates” for further
details.
This MD&A contains disclosure of certain non-IFRS financial measures. Non-IFRS measures do not have any standardized meaning prescribed under IFRS. See the section
of this MD&A entitled "Non-IFRS Measures" for further details.
All dollar amounts included in this MD&A are expressed in Canadian dollars unless otherwise noted. This MD&A is dated as of March 25, 2021 and all information
contained in this MD&A is current as of March 24, 2021.
COMPANY OVERVIEW AND STRATEGY
First Mining is a Canadian gold developer focused on the development and permitting of the Springpole gold project (the “Springpole Gold Project” or “Springpole”) in
northwestern Ontario. Springpole is one of the largest undeveloped gold projects in Canada. A Pre-Feasibility Study (the “PFS”) was recently completed on the project and
permitting is on-going with submission of an Environmental Impact Statement (“EIS”) for the Project targeted for 2021. The Company also holds a large equity position in
Treasury Metals Inc. (“Treasury Metals”) (TSX: TML) which is advancing the Goliath Gold Complex gold project towards construction. First Mining’s portfolio of gold
projects in eastern Canada also includes the Pickle Crow (being advanced in partnership with Auteco Minerals Ltd. (“Auteco”) (ASX: AUT))), Cameron, Hope Brook,
Duparquet, Duquesne, and Pitt gold projects.
Page 3
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
2020 HIGHLIGHTS
The following highlights the Company’s developments during fiscal 2020 (including subsequent events up to March 24, 2021).
Project Highlights
Springpole
● Announced results of a positive Pre-Feasibility Study (“PFS”) in January 2021. Post-tax net present value at a 5% discount rate (“NPV5%”) of US$995 million, post-
tax internal rate of return (“IRR”) of 29% and post-tax payback of 2.4 years on initial capital of US$718 million.
● Completed a silver stream transaction with First Majestic Silver Corp. (“First Majestic”) pursuant to which First Majestic will pay a total of US$22.5 million to the
Company, over three stages, for the right to purchase 50% of the payable silver produced from the Springpole Gold Project (US$17.5 million received to date).
● Progressed environmental fieldwork throughout 2020 and submitted the amended proposed Terms Of Reference to the Ontario Ministry (MECP) in April 2021, with
anticipated completion in May 2021.
● Continued engagement with local indigenous rights holders and stakeholders of the Springpole Gold Project.
● Filed the technical report for the PFS on the Springpole Gold Project filed on SEDAR in March 2021. The report, entitled “NI 43-101 Technical Report and Pre-
Feasibility Study on the Springpole Gold Project, Ontario Canada” and dated February 26, 2021, was prepared by AGP Mining Consultants Inc. (“AGP”) in
accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and is available under First Mining’s SEDAR profile at
www.sedar.com.
Cameron
● Acquired the East Cedartree claims from Metalore Resources Limited (“Metalore”) in December 2020, thereby consolidating First Mining’s land holdings in the
area into a single contiguous block and adding a further 3,200 hectares to the 49,574 hectares that the Company already held in the area. In connection with this
acquisition, First Mining paid $3.0 million in cash to Metalore, and issued 3 million common shares of First Mining (“First Mining Shares”) to Metalore (with such
shares subject to a statutory hold period of four months plus one day from the closing date of the transaction).
Pickle Crow
● Auteco completed the spend requirements for the Stage 1 51% earn-in in March 2021 and will operate under a formal Joint Venture in April 2021 following its
shareholder meeting to approve the issuance of 100 million Auteco shares. At the closing of Stage 1, First Mining will own 125 million Shares of Auteco with a
current value of approximately $10.6 million. Auteco is continuing its project spend to earn-in to 80% of the Project with four drill rigs currently operating at site.
The Company also has the right to a 2% net smelter returns (“NSR”), 1% of which can be bought back for US$$2.5 million.
Goldlund
● Sold the Goldlund gold project (“Goldlund”) to Treasury Metals Inc. (“Treasury Metals”) in August 2020. First Mining currently owns 43.3 million shares of
Treasury Metals and 11.67 million warrants of Treasury Metals with an exercise price of $1.50. As part of the transaction, First Mining also owns a 1.5% NSR
royalty on the Goldlund gold project, of which 0.5% can be bought back by Treasury Metals by paying First Mining $5.0 million in cash. In addition, Treasury
Metals is to pay First Mining a milestone cash payment of $5.0 million, with $2.5 million payable upon receipt of a final and binding mining lease to extract ore from
an open pit mine at Goldlund, and $2.5 million payable upon the extraction of 300,000 tonnes of ore from a mine at Goldlund.
Page 4
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
Corporate Highlights
● Financings – Completed non-brokered private placement of $8.5 million in gross proceeds (including $2.5 million raised through the issuance of flow-through units)
and brokered bought-deal equity financing of $28.75 million in gross proceeds raised through the issuance of units.
● December 31, 2020 year-end cash balance of $28.9 million, investments position of $18.4 million and equity accounted interest in Treasury Metals of $63.8 million.
● Divested non-core Mexican project portfolio (including the Gainey Option Agreement), and Lac Virot iron ore project.
● Strengthened the First Mining management team through the hiring of three new Vice Presidents – Investor Relations, Corporate Development and Environment &
Community Relations.
COVID-19 Response
In response to the onset of the COVID-19 novel coronavirus (“COVID-19”) pandemic, the Company adopted a series of robust COVID-19 risk mitigation policies
incorporating recommendations set by the provincial Governments of Ontario and British Columbia, and by the Government of Canada. To date, First Mining has not had any
cases of COVID-19 at any of the camp operations at its projects or its head office in Vancouver. The health and safety of First Mining’s workforce, their families and the
communities in which the Company operates is First Mining’s primary concern. In the interests of the health and well-being of its employees, contractors, visitors to its office
and operations, and the families of all such persons, First Mining implemented a work from home policy for its employees in March 2020. First Mining is committed to fully
supporting safety measures for its workforce, families and communities.
At Springpole, the Company initially demobilized one of its two drill crews in early March 2020. In order to ensure the health and safety of all its employees, the Company
had intended to complete the shift rotation while limiting access to site for any new individuals. Work at site was nearing completion ahead of a planned reduction in on-site
activities until after the spring ice break-up. However, due to the COVID-19 pandemic, First Mining decided to demobilize the remaining contractors and staff at Springpole
in the last week of March 2020, and to keep the project on care and maintenance until it was able to restart its work programs.
On May 28, 2020, the Company announced the restart of field operations at the Springpole Gold Project, which have been ongoing since then. First Mining continues to
monitor the COVID-19 situation very closely and will adapt technical work programs as the situation evolves.
Page 5
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
SELECTED FINANCIAL INFORMATION
Financial Results (in $000s Except for per Share Amounts):
For the twelve months ended December 31,
Mineral Property Cash Expenditures(1)
Net Loss
Net Loss Excluding Certain Non-cash items(2)
Basic and Diluted Net Loss Per Share
(in Dollars)(3)
Financial Position (in $000s):
Cash and Cash Equivalents
Working Capital(2)
Investments
Mineral Properties
Investment in Treasury Metals Inc.
Total Assets
Total Non-current Liabilities
$
2020
2019
2018
$
17,629
(30,558)
(4,607)
$
6,031
(6,959)
(4,506)
7,402
(11,645)
(4,432)
$
(0.05) $
(0.01) $
(0.02)
December 31,
2020
December 31,
2019
December 31,
2018
$
$
28,901
9,201
18,425
179,429
63,812
$
5,902
5,780
1,775
252,815
-
$
301,213
16,835
$
268,020
3,139
$
5,115
7,536
2,597
244,129
-
257,532
-
(1) This represents mineral property expenditures per consolidated statements of cash flows.
(2) This is a non-IFRS measurement with no standardized meaning under IFRS and may not be comparable to similar financial measures presented by other issuers. For
further information please see the section in this MD&A titled “Non-IFRS Measures”.
(3) The basic and diluted loss per share calculations result in the same amount due to the anti-dilutive effect of outstanding stock options and warrants.
Net Loss - Fluctuations in net loss are typically caused by non-cash items. Removing the impact of these illustrates that the income statement loss on operational activities is
relatively consistent over the years presented at an average of approx. $4.5 million.
Cash and Cash Equivalents - the increase in 2020 was primarily attributable to cash raised from financing activities during the year, partially offset by cash used in
operational activities (Statement of Net Loss) and investing activities at the projects (Statement of Financial Position). See ‘Financial Condition, Liquidity and Capital
Resources’ section in this MD&A.
Total Assets – increased mainly due to the increases in current assets, being the net cash and cash equivalent increases noted above and the fair value balances of First
Mining’s investments reflecting shares and warrants held by the Company in third party companies. Non-current assets decreased during the year as a result of non-cash
impairments resulting from the sale of Goldlund to the Treasury Metals and the resultant reclassification of mineral property holdings for accounting purposes.
Page 6
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
ONTARIO MINERAL PROPERTY PORTFOLIO LOCATIONS (1)
(1) Pickle Crow Gold Project is subject to an Earn-In Agreement pursuant to which Auteco is the operator of the property and may acquire up to an 80% interest in the
property.
Page 7
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
MINERAL PROPERTY PORTFOLIO GOLD RESERVES (1)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
The Springpole Gold Project is the only project owned by First Mining that has Mineral Reserves attributed to it. The Mineral Reserves for Springpole are based on the
conversion of Indicated Mineral Resources within the current pit design. The Mineral Reserves for the Springpole Gold Project are shown below:
Springpole Proven and Probable Reserves
Category
Proven
Probable
Total
Tonnes (Mt)
0.0
121.6
121.6
Grade
Au (g/t)
0.0
0.97
0.97
Grade
Ag (g/t)
0.0
5.23
5.23
Contained Metal
Au (Moz)
0.0
3.8
3.8
Contained Metal
Ag (Moz)
0.0
20.5
20.5
Notes:
(1)
(2)
(3)
(4)
(5)
(6)
The Mineral Reserve estimate has an effective date of December 30, 2020 and is based on the Mineral Resource estimate that has an effective date of July 30,
2020.
The Mineral Reserve estimate was completed under the supervision of Gordon Zurowski, P.Eng., of AGP, a Qualified Person as defined under NI 43-101.
Mineral Reserves are stated within the final design pit based on a US$878/oz Au pit shell with a US$1,350/oz Au price for revenue.
The equivalent cut-off grade was 0.34 g/t gold (“Au”) for all pit phases.
The mining cost averaged $1.94/t mined, processing cost averaged $14.50/t milled, and the G&A cost averaged $1.06/t milled. The process recovery for gold
averaged 88% and the silver recovery was 93%.
The exchange rate assumption applied was $1.30 equal to US$1.00.
Page 8
FIRST MINING GOLD CORP.
(Expressed in Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
MINERAL PROPERTY PORTFOLIO GOLD RESOURCES (1)
Project
Measured Resources
Cameron Gold Project(2)
Duparquet Gold Project(3)
Indicated Resources
Springpole Gold Project(4)
Hope Brook Gold Project
Cameron Gold Project(5)
Duparquet Gold Project(3)
Duquesne Gold Project
Inferred Resources
Springpole Gold Project(4)
Hope Brook Gold Project
Cameron Gold Project(6)
Pickle Crow Gold Project(7)
Duparquet Gold Project(3)
Duquesne Gold Project
Pitt Gold Project
Total Measured Resources
Total Indicated Resources
Total Measured and Indicated Resources
Total Inferred Resources
Tonnes
3,360,000
18,470
151,000,000
5,500,000
2,170,000
7,122,070
1,859,200
16,000,000
836,000
6,535,000
9,452,000
4,066,284
1,563,100
1,076,000
3,378,470
167,651,270
171,029,740
39,528,384
Gold
Grade (g/t)
Silver
Grade (g/t)
Contained
Gold
Ounces (oz)
Contained
Silver
Ounces (oz)
2.75
1.52
0.94
4.77
2.40
1.73
3.33
0.54
4.11
2.54
4.10
1.85
5.58
7.42
2.74
1.14
1.18
2.32
-
-
5.00
-
-
-
-
2.80
-
-
-
-
-
-
-
5.00
5.00
2.80
297,000
901
-
-
4,600,000
844,000
167,000
396,134
199,161
24,300,000
-
-
-
-
300,000
110,000
533,000
1,230,500
242,312
280,643
257,000
1,400,000
-
-
-
-
-
-
297,901
6,206,295
6,504,196
2,953,455
-
24,300,000
24,300,000
1,400,000
(1) The mineral resources set out in this table are based on the technical report for the applicable property, the title and date of which are set out under the applicable
property description within the section “Mineral Property Portfolio Review” in this MD&A or in the Company’s AIF for the year ended December 31, 2020, which
is available under the Company’s SEDAR profile at www.sedar.com.
(2) Comprised of 2,670,000 tonnes of pit-constrained (0.55 g/t Au cut-off) measured resources at 2.66 g/t Au, and 690,000 tonnes of underground (2.00 g/t Au cut-off)
measured resources at 3.09 g/t Au.
(3) The Company owns 100% of the Central Duparquet Property, and a 10% indirect interest in the Duparquet Gold Project. The measured, indicated and inferred
mineral resources for Duparquet shown in the above table reflect both of these ownership interests.
(4) Springpole mineral resources are inclusive of mineral reserves. Open pit mineral resources are reported at a cut-off grade of 0.30 g/t Au. Cut-off grades are based on
a price of US$1,550/oz Au and $20/oz Ag, and processing recovery of 88% Au and 93% Ag. The estimated Life of Mine (“LOM”) strip ratio for the resource
estimate is 2.36. Silver resource shown in separate column with grade representing silver g/t, and contained ounces representing silver Ag.
(5) Comprised of 820,000 tonnes of pit-constrained (0.55 g/t Au cut-off) indicated resources at 1.74 g/t Au, and 1,350,000 tonnes of underground (2.00 g/t Au cut-off)
indicated resources at 2.08 g/t Au.
(6) Comprised of 35,000 tonnes of pit-constrained (0.55 g/t Au cut-off) inferred resources at 2.45 g/t Au, and 6,500,000 tonnes of underground (2.00 g/t Au cut-off)
inferred resources at 2.54 g/t Au.
(7) Comprises 1,887,000 tonnes of pit-constrained (0.50 g/t Au cut-off) inferred resources at 1.30 g/t Au, and 7,565,000 tonnes of underground inferred resources that
consist of: (i) a bulk tonnage, long-hole stoping component (2.00 g/t Au cut-off); and (ii) a high-grade cut-and-fill component (2.60 g/t Au cut-off) over a minimum
width of 1 metre.
Page 9
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
MINERAL PROPERTY PORTFOLIO REVIEW
First Mining has properties located in Canada and the United States. The following section discusses the Company’s priority and other significant projects.
As at December 31, 2020 and December 31, 2019, the Company had capitalized the following acquisition, exploration and evaluation costs to its mineral properties:
Springpole Gold Project
Cameron Gold Project
Duquesne Gold Project
Pitt Gold Project
Hope Brook Gold Project
Pickle Crow Gold Project
Goldlund Gold Project
Others(1)
Canada Total
USA
Mexico
Total Mineral Property
(in $000s)
Balance
December 31,
2018
2019
acquisition and
capitalized net
expenditures
Disposal,
impairment or
reclassification
Balance
December 31,
2019
2020
acquisition and
capitalized net
expenditures
Disposal,
impairment or
reclassification
Balance
December 31,
2020
$
$
$
73,378 $
27,032
5,091
2,082
19,581
16,754
96,604
2,559
243,081 $
804
244
244,129 $
3,397 $
342
42
2
490
2,509
2,290
56
9,128 $
(11)
(90)
9,027 $
- $
-
-
-
-
-
-
-
- $
(341)
-
(341) $
76,775 $
27,374
5,133
2,084
20,071
19,263
98,894
2,615
252,209 $
452
154
252,815 $
11,132 $
4,501
11
1
541
5,723
1,609
61
23,579 $
(10)
13
23,582 $
- $
-
-
-
-
-
(100,503)
3,702
(96,801) $
(167)
(96,968) $
87,907
31,875
5,144
2,085
20,612
24,986
-
6,378
178,987
442
-
179,429
(1) Other mineral properties in Canada as at December 31, 2020 and December 31, 2019 include the mining claims and concessions located in the Township of Duparquet,
Quebéc, which are near the Company’s Duquesne gold project. Other mineral properties in Canada as at December 31, 2020 also include the 1.5% NSR royalty
granted to First Mining by Treasury Metals in connection with the sale of Goldlund to Treasury Metals, which was reclassified from “Goldlund” to “Others” during the
year ended December 31, 2020. Other mineral properties in Canada as at December 31, 2019 also included the Lac Virot iron ore property located in the Labrador West
Region of Labrador, which was sold during the year ended December 31, 2020 and included in the “Disposal, impairment or reclassification” column above.
Page 10
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
CANADIAN GOLD PROJECTS
Springpole Gold Project, Ontario
The Springpole Gold Project covers an area of 41,943 hectares in northwestern Ontario, consisting of 30 patented mining claims, 435 contiguous mining claims and thirteen
mining leases. The project is located approximately 110 kilometres (“km”) northeast of the Municipality of Red Lake in northwestern Ontario and is situated within the
Birch-Uchi Greenstone Belt. The large, open pittable resource is supported by significant infrastructure, including a 72-person onsite camp, winter road access, a logging road
and nearby power lines within 40 km. The Springpole Gold Project is located within an area that is covered by Treaty Three and Treaty Nine First Nations Agreements. With
approximately 4.7 million ounces of gold and 24 million ounces of silver in the indicated resource category, Springpole Gold Project is one of the largest undeveloped gold
projects in Ontario1.
During the year ended December 31, 2020, the most significant expenditures at the Springpole Gold Project were:
● $1,664,000 in connection with hydrogeology, geotechnical and metallurgical drilling;
● $1,593,000 in connection with the pre-feasibility study;
● $1,059,000 for site employees’ salaries and management salary allocations;
● $871,000 in connection with the continuation of environmental permitting and associated fieldwork; and
● $740,000 in connection with concessions and advanced royalty payments.
During the year ended December 31, 2020, and up to the date of this report in 2021, the most significant operational developments at the Springpole Gold Project were:
1.
Completion of Pre-Feasibility Study
The PFS for the Springpole Gold Project evaluates recovery of gold and silver from a 30,000 tonne-per-day (“tpd”) open pit operation, with a process plant that will include
crushing, grinding, and flotation, with fine grinding of the flotation concentrate and agitated leaching of both the flotation concentrate and the flotation tails followed by a
carbon-in-pulp recovery process to produce doré bars.
PFS Highlights
● US$1.5 billion pre-tax NPV5% at US$1,600 per ounce /(“oz”) Au, increasing to US$1.9 billion at US$1,800/oz Au
● US$995 million post-tax NPV5% at US$1,600/oz Au, increasing to US$1.3 billion at US$1,800/oz Au
● 36.4% pre-tax internal rate of return (“IRR”); 29.4% after-tax IRR at US$1,600/oz Au
● Life of mine (“LOM”) of 11.3 years, with primary mining and processing during the first 9 years and processing lower-grade stockpiles for the balance of the mine life
● After-tax payback of 2.4 years
● Declaration of Mineral Reserves: Proven and Probable Reserves of 3.8 Moz Au, 20.5 Moz silver (“Ag”) (121.6 Mt at 0.97 g/t Au, 5.23 g/t Ag)
● Initial capital costs estimated at US$718 million, sustaining capital costs estimated at US$55 million, plus US$29 million in closure costs
● Average annual payable gold production of 335 koz (Years 1 to 9); 287 koz (LOM)
● Total cash costs of US$558/oz (Years 1 to 9); and US$618/oz (LOM)(1)
● All-in sustaining costs (“AISC”) of US$577/oz (Years 1 to 9), and AISC US$645 (LOM)(2)
Note: Base case parameters assume a gold price of US$1,600/oz and a silver price of US$20/oz, and an exchange rate ($ to US$) of 0.75. All currencies in the PFS are
reported in U.S. dollars unless otherwise specified. NPV calculated as of the commencement of construction and excludes all pre-construction costs.
(1) Total cash costs consist of mining costs, processing costs, mine-level general and administrative (“G&A”) costs, treatment and refining charges and royalties.
(2) AISC consists of total cash costs plus sustaining and closure costs.
Page 11
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
Economic Sensitivities
The economics and cash flows of the Springpole Gold Project are highly sensitive to changes to the gold price.
Gold Price (US$/oz)
Pre-Tax NPV5%
Pre-Tax IRR
After-Tax NPV5%
After-Tax IRR
Initial Capital Costs
Pre-Tax NPV5%
Pre-Tax IRR
After-Tax NPV5%
After-Tax IRR
Operating Costs
Pre-Tax NPV5%
Pre-Tax IRR
After-Tax NPV5%
After-Tax IRR
Springpole Economic Sensitivity to Gold Price (base case in bold)
$1,400
US$1.04 billion
28.9%
US$690 million
23.3%
$1,600
US$1.48 billion
36.4%
US$995 million
29.4%
$1,800
US$1.92 billion
43.2%
$1.30 billion
35.0%
Springpole Economic Sensitivity to Initial Capital Costs (base case in bold)
+10%
US$1.34 billion
30.1%
US$875 million
23.8%
US$718 million
US$1.48 billion
36.4%
US$995 million
29.4%
Springpole Economic Sensitivity to Operating Costs (base case in bold)
+10%
US$1.33 billion
34.1%
US$890 million
27.6%
US$2.21 billion
US$1.48 billion
36.4%
US$995 million
29.4%
$2,000
US$2.36 billion
49.5%
$1.60 billion
40.1%
-10%
US$1.61 billion
44.1%
US$1,102 million
36.3%
-10%
US$1.63 billion
38.6%
US$1,098 million
31.3%
Page 12
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
The mineral resources defined in the PFS do not reflect the significant opportunities that are available for resource expansion or discovery of additional ore bodies in the
Springpole district. First Mining believes that the Springpole Gold Project has several avenues for resource expansion, both within the existing property footprint and
regionally in the under-explored Birch Uchi Greenstone belt. First Mining plans to undertake a further 10,000 m of diamond drilling at the Springpole Gold Project in 2021
for metallurgy, exploration, condemnation, and geotechnical purposes, and will continue to review other exploration opportunities in the area.
Project Enhancement Opportunities
The PFS identified several opportunities to enhance the economics of the Springpole Gold Project, and they will be investigated as First Mining continues to advance the
project. These opportunities include:
● Existing Resource Upgrades. Inferred Mineral Resources are contained within the existing pit design, and with additional infill drilling, these resources may potentially
support conversion of some or all of this material into Indicated Mineral Resources that could be converted to Probable Mineral Reserves and evaluated in a Feasibility
Study (“FS”).
● Mine Plan Optimization. Refined pit optimization parameters could result in better optimized open pit limits which could reduce the overall strip ratio.
● Process Optimization. Continued efforts to investigate opportunities to improve the metal recoveries through further metallurgical testing and refining milling processes,
as well as other process optimizations.
● Further Geotechnical Studies. A better hydrogeological and geotechnical understanding may increase pit slope angles, potentially reducing costs associated with
mining waste material.
● Additional Mineralization. There are geophysical targets in the area around the current resource, where additional drilling has the potential to identify additional
mineralization that could support Mineral Resource estimation with upside potential for the LOM.
2.
Silver Stream transaction with First Majestic Silver Corp.
On June 10, 2020, First Mining entered into a Silver Purchase Agreement with First Majestic pursuant to which First Majestic has agreed to pay First Mining total
consideration of US$22.5 million (the “Advance Payment”), in the following three tranches, for the right to purchase 50% of the payable silver produced from the
Springpole Gold Project for the life of the project (the “Silver Stream”):
● US$10 million payable on closing the transaction, with US$2.5 million payable in cash and the remaining US$7.5 million to be satisfied by the issuance to First
Mining of 805,698 common shares of First Majestic (the “First Majestic Shares”);
● US$7.5 million payable upon First Mining publicly announcing the completion of a positive PFS for the Springpole Gold Project, with US$3.75 million payable in
cash and US$3.75 million payable in First Majestic Shares based on the 20-day volume-weighted average trading price (“VWAP”) of the First Majestic Shares on
the TSX at the time; and
● US$5 million payable upon First Mining receiving approval of a Federal or Provincial Environmental Assessment for the Springpole Gold Project, with US$2.5
million payable in cash and US$2.5 million payable in First Majestic Shares (based on 20-day VWAP of the First Majestic Shares on the TSX at the time).
The transaction closed on July 2, 2020, and upon closing the transaction, First Mining granted 30 million common share purchase warrants of First Mining (“First Mining
Warrants”) to First Majestic pursuant to the terms of the Silver Purchase Agreement. Each First Mining Warrant entitles First Majestic to purchase one First Mining Share at
an exercise price of $0.40 for a period of five years.
As of the date of this MD&A, the first two cash and share payments set out above, totalling US$17.5 million, have been paid to First Mining by First Majestic.
In the event of default, First Majestic may terminate the Silver Purchase Agreement and the Advance Payment received by First Mining at that time would become repayable.
Page 13
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
Upon receipt of its share of silver production, First Majestic will make cash payments to First Mining for each ounce of silver paid to First Majestic under the Silver Purchase
Agreement equal to 33% of the lesser of the average spot price of silver for the applicable calendar quarter, and the spot price of silver at the time of delivery (the “Silver
Cash Price”), subject to a price cap of US$7.50 per ounce of silver (the “Price Cap”). The Price Cap is subject to annual inflation escalation of 2%, commencing at the start
of the third year of production. First Mining has the right to repurchase 50% of the Silver Stream for US$22.5 million at any time prior to the commencement of production at
Springpole.
The Silver Stream has an initial term of 40 years from July 2, 2020. The term is automatically extended by successive 10-year periods as long as the life of mine continues for
the Springpole Gold Project. If upon expiration of the term of the Silver Purchase Agreement, the Company has not sold to First Majestic an amount of silver sufficient to
reduce the Advance Payment to nil, then a refund of the uncredited balance, without interest shall be due and owing by the Company to First Majestic.
The proceeds received by First Mining are being used to advance the Springpole Gold Project through the PFS process and will also be used to advance the project through
the federal and provincial environmental assessment (“EA”) processes, in additional they will fund general corporate expenses.
For accounting purposes, the Company has concluded that the Silver Stream is a standalone derivative measured at FVTPL. As of the acquisition date, the estimated fair
value of the Silver Stream derivative liability was determined using a discounted cash flow model which incorporated a Monte Carlo simulation. The fair value of the Silver
Stream derivative liability is calculated at each reporting date as the net of the future Advance Payment tranches receivable (an asset for the Company) and the Silver Stream
obligation (a liability to the company), with gains and losses recorded in the statement of net income (loss) and comprehensive income (loss). The fair value of the Silver
Stream derivative liability at July 2, 2020 was determined to be US$5,431,000 ($7,378,000), which consisted of the fair value of the Advance Payment tranches receivable of
US$8,473,000 ($11,512,000), net of the fair value of future Silver Stream obligation of US$13,904,000 ($18,890,000). At December 31, 2020, the fair value of the Silver
Stream is US$10,415,000 ($13,260,000), which consisted of fair value of the remaining Advance Payment tranches receivable of US$21,761,000 ($27,706,000) net of the fair
value of the Silver Stream obligation of US$11,346,000 ($14,446,000).
The fair value of the 30 million First Mining Warrants issued to First Majestic as part of the transaction was calculated using the Black-Scholes option pricing model. At
inception, the fair value of these warrants was $6,278,000.
3.
Environmental Permitting and Baseline Data
First Mining made key strategic additions to its Environment and Community Relations team in 2020 to ensure that we have properly resourced the permitting and
community relations work for the Springpole Gold Project. Steve Lines joined First Mining as Vice President, Environment and Community Relations on December 1, 2020,
and has already built an expert team at the Company with extensive experience in Ontario’s EA process. The team brings across significant experience from Greenstone Gold
Mines’ Hardrock project which was subject to the same federal and provincial EA process that is currently underway for Springpole, and they bring further permitting and
regulatory experience from similar in-lake open pit mines in Canada including the Meadowbank Gold Mine and Gahcho Kué Diamond Mine. First Mining believes that the
experience, expertise and relationships of Steve and his team will contribute significantly to the ongoing de-risking of the Springpole Gold Project.
First Mining has been actively collecting environmental baseline data necessary to support an EA for the Springpole Gold Project since 2010. The studies, both completed
and ongoing, are focused on characterizing all relevant biological and physical components of the aquatic and terrestrial environments that may be impacted by, and may
interact with, the project.
First Mining continues to advance the Springpole Gold Project through the federal and provincial EA processes. The Company’s goal is to prepare a coordinated EA
document that meets the federal and provincial requirements. Community consultation and engagement with local Indigenous communities and other stakeholders is
important to First Mining and will remain on-going through the EA process.
First Mining plans to advance the development of the coordinated EA document in 2021 in accordance with the federal Environmental Impact Statement (“EIS”) Guidelines
and the provincial EA Terms of Reference.
Page 14
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
The Springpole permitting timeline is as follows:
The final EIS guidelines outline federal information requirements for the preparation of an EIS and were prepared after taking into consideration comments received from
federal departments, the Ontario provincial ministry, Indigenous groups and the general public. To meet the requirements of the EIS, the Company has already undertaken a
broad range of environmental baseline studies at the Springpole Gold Project to collect biophysical data, which includes fish community and habitat surveys, species at risk
surveys, atmospheric environment surveys as well as surface, groundwater and hydrology surveys. Currently, the Company is collecting environmental baseline data and
other information to prepare an EIS for Springpole Gold Project. The Company chose to continue to stay in the Canadian Environmental Assessment Act, 2012 permitting
process and not move to the newly enacted Impact Assessment Act process.
Page 15
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
Cameron Gold Project, Ontario
The Cameron Gold Project covers an area of 49,574 hectares in northern Ontario and comprises 24 patented claims, 1,790 mining claims, 4 mining leases, and 7 Licenses of
Occupation. The Cameron Gold Project deposit is a greenstone‐hosted gold deposit and the mineralization is mainly hosted in mafic volcanic rocks within a northwest
trending shear zone (Cameron Lake Shear Zone) which dips steeply to the northeast. A technical report titled “Technical Report on the Cameron Gold Deposit, Ontario,
Canada”, prepared by Optiro Pty Limited, was filed by the Company on SEDAR on March 22, 2017, and is available under the Company’s SEDAR profile at
www.sedar.com. There is year-round road access to the property from the nearby highway and power lines within 20 km.
During the year ended December 31, 2020, the most significant expenditures at the Cameron Gold Project were:
● $4,219,000 in connection with the East Cedartree claims acquisition;
● $113,000 for site employees’ salaries and management salary allocations; and
● $18,000 in connection with the ore sorting test work program.
On December 3, 2020, the Company entered into an asset purchase agreement with Metalore in connection with the acquisition by First Mining of the East Cedartree claims
from Metalore, and the transaction closed on December 9, 2020. Under the terms of the transaction, First Mining paid Metalore $3 million in cash and issued 3 million First
Mining Shares to Metalore. The East Cedartree claims contain an existing mineral resource estimate that was prepared in accordance with NI 43-101 and they encompass a
highly favourable geological setting for new gold discoveries in close proximity to the existing known deposits at the Company’s Cameron and West Cedartree properties.
The acquisition of the East Cedartree claims consolidates First Mining’s land holdings at Cameron into a single contiguous block and adds a further 3,200 hectares to the
49,574 hectares that First Mining already holds in the district. Accordingly, as a result of the acquisition of the East Cedartree claims, the Cameron Gold Project now covers
an area of 52,774 hectares and comprises 24 patented claims, 2,002 mining claims, 4 mining leases, and 7 Licenses of Occupation.
2021 plans at Cameron include 10,000 metres of drilling to extend local understanding and identify new drill targets on the project and in particular at the recently acquired
East Cedartree claims, plus continued local community consultations and ongoing environmental permitting activities.
Pickle Crow Gold Project, Ontario
The Pickle Crow Gold Project covers an area of 19,033 hectares and comprises 104 patented claims and 932 mining claims. The area is located in northwestern Ontario and is
covered by the Treaty Nine First Nations Agreement. A technical report titled “An Updated Mineral Resource Estimate for the Pickle Crow Property, Patricia Mining
Division, Northwestern Ontario, Canada”, prepared by Micon International and dated June 15, 2018, was filed by the Company on SEDAR on August 23, 2018, and is
available under the Company’s SEDAR profile at www.sedar.com. Extensive infrastructure in place or proximal to the Pickle Crow Gold Project includes a 200 tpd gravity
mill on site, generators and fuel storage and gravel road access to the property, and the property is within 10 km of a regional airport at Pickle Lake. The Pickle Crow Gold
Project was a former high-grade operating mine until the late 1960s.
During the year ended December 31, 2020, the most significant expenditures at the Pickle Crow Gold Project were:
● $3,570,000 in exploration expenditures predominantly incurred by Auteco under the terms of the Earn-in Agreement;
● $45,000 for site employees’ salaries and management salary allocations; and
● $21,000 in mineral land taxes.
Page 16
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
Earn-In Agreement with Auteco Minerals
On March 12, 2020, the Company and Auteco executed a definitive Earn-In Agreement, pursuant to which Auteco may complete the Earn-In relating to the Pickle Crow Gold
Project. Under the terms of the Earn-In Agreement, Auteco can earn a full 80% equity interest in PC Gold and will incur all program costs and manage Pickle Crow
exploration activity.
Pursuant to the Earn-In Agreement, the Earn-In is comprised of two stages:
● Stage 1 Earn-In (51% earn-in) – Three-year initial earn-in period to acquire a 51% equity interest in PC Gold by:
o Spending $5,000,000 on exploration and environmental matters at the Pickle Crow Gold Project (or cash payments in lieu), of which $750,000 must be incurred
within the first 12 months; and
o Issuing 100 million shares of Auteco to First Mining.
● Stage 2 Earn-In (additional 19% to earn-in to 70%) – Upon completion of the Stage 1 Earn-In, Auteco will have a two-year follow-on period to acquire an additional
19% equity interest in PC Gold by:
o Spending a further $5,000,000 on exploration at the Pickle Crow Gold Project;
o Making a $1,000,000 cash payment to First Mining within 90 days of completing the additional exploration spend; and
o Issuing First Mining a 2% NSR royalty on the Pickle Crow Gold Project (1% of which can be bought back by Auteco for US$2,500,000) (this NSR will be issued to
First Mining upon completion of the Stage 2 Earn-In).
During the year ended December 31, 2020, the Company received the scheduled cash consideration of $100,000 and 25 million shares of Auteco with a fair value on receipt
of $740,000 under the terms of the Earn-in Agreement. Subsequent to December 31, 2020, Auteco confirmed to the Company that it has incurred the stage 1 earn-in
exploration spend of $5,000,000. Auteco will hold a meeting of its shareholders in April 2021 to approve the issuance of 100,000,000 Auteco shares to First Mining, and it
will apply to the Australian Securities Exchange (the “ASX”) for listing approval for such shares. First Mining expects to receive the 100,000,000 Auteco shares by the end of
April 2021, and upon receipt of such shares, Auteco will earn a 51% interest in PC Gold per the terms of the Earn-in Agreement. The parties will then execute a joint venture
shareholders’ agreement (the “JV Agreement”) in respect of PC Gold. Auteco will have a two-year follow-on period, commencing as of the date of execution of the JV
Agreement, within which to acquire an additional 19% interest in PC Gold per the Stage 2 Earn-In.
In addition, upon completion of the Stage 2 Earn-In, Auteco will have an option to acquire an additional 10% equity interest in PC Gold, exercisable any time following
completion of the Stage 2 Earn-In, by paying First Mining $3,000,000 in cash. First Mining’s residual 20% interest in the project is carried until a construction decision at
Pickle Crow, which is to be made after a final feasibility study and following Auteco having arranged sufficient financing to achieve commercial production. If Auteco should
fail to meet such requirements within the applicable time periods, the Earn-In Agreement will terminate and Auteco will be entitled to retain any interest which it has earned-
in to prior to the date of termination. Further details regarding the Earn-In are set out in the Company’s March 12, 2020 news release. In May 2020 and July 2020, Auteco
raised $5.1 million Australian dollars and $30.4 million Australian dollars, respectively, in equity placements from Australian and overseas investors.
On February 28, 2019, the Company received a letter from the Acting Director, Mine Rehabilitation, at the Ontario Ministry of Energy, Northern Development and Mines
(“MENDM”), which required the Company to submit a schedule for the development of a closure plan amendment for the Pickle Crow Gold Project. The Company complied
with the requirement and submitted the schedule for the development of a closure plan amendment on March 29, 2019. The submission of a closure plan amendment
complete with cost estimates was initially due on November 1, 2019. The Company has been granted an extension and is working with the Ministry towards the filing of the
closure plan in Q2 2021. The Company has engaged consultants to assist with developing this plan. Pursuant to the Earn-In Agreement, Auteco is required to reimburse the
Company for a pro rata amount of its expenses with respect to any related bond requirements for the mine closure plan once it has completed the Stage 1 Earn-In, which will
result in Auteco owning 51% of the Pickle Crow Gold Project.
Page 17
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
Goldlund Gold Project, Ontario (owned by Treasury Metals as of August 7, 2020)
The Goldlund Gold Project is an advanced exploration stage project located in northwestern Ontario, approximately 60 km northeast of the town of Dryden. It consists of
1,349 mining claims (totaling 27,255 hectares), 27 patented claims (totaling 433 hectares), 1 mining lease (48.56 hectares), and 1 License of Occupation (74.84 hectares).
Goldlund Gold Project currently hosts 809,200 ounces of gold in the Indicated category and 876,954 ounces of gold in the Inferred category. Drilling in 2019 and early 2020
was completed on the project to better define both the extension of the existing resource area and the regional scale potential. The large land package has considerable
exploration potential, with the property extending over a strike-length of over 50 km with multiple exploration targets identified, including the Miller Prospect (“Miller”)
which was most recently drilled in late 2019. The project is in an area with excellent infrastructure and is accessible from a provincial highway.
A technical report titled “Technical Report Re-Issue, Goldlund Gold Project, Sioux Lookout, Ontario”, which has an effective date of July 22, 2020, was prepared by WSP for
Treasury Metals and was filed by Treasury Metals on SEDAR on August 7, 2020, and is available under their SEDAR profile at www.sedar.com.
Mining at the Goldlund Gold Project in the 1980s produced approximately 90,700 tonnes of ore grading 4.23 g/t Au from underground and 39,000 tonnes of ore grading 4.80
g/t from a small open pit. The project has year-round road access from Ontario Highway 72, which is 2 km to the south, and regional power lines are located 15 km to the
north.
During the year ended December 31, 2020 and prior to the Treasury Metals transaction, the most significant expenditures at the Goldlund Gold Project were $1,179,000 in
connection with First Mining’s 2020 drill campaign at the project of approximately 6,500 m in satisfaction of the Company’s remaining 2019 flow-through obligations.
Transaction with Treasury Metals Inc.
On August 7, 2020, First Mining completed its transaction with Treasury Metals, pursuant to which Treasury Metals acquired all of the issued and outstanding shares of
Tamaka Gold Corporation (which, through a wholly-owned subsidiary, Goldlund Resources Inc., owned the Goldlund Gold Project) pursuant to the terms of a Share Purchase
Agreement. Under the terms of the transaction, First Mining received total consideration comprised of (i) 43.33 million common shares of Treasury Metals; (ii) 11.67 million
warrants of Treasury Metals with an exercise price of $1.50 for a 3-year term; (iii) a 1.5% NSR royalty on the Goldlund Gold Project (0.5% of which can be bought back by
Treasury Metals for $5 million in cash); and (iv) the right to certain contingent milestone payments totaling $5 million, payable in cash, on certain key advancements at the
Goldlund Gold Project.
Details of the contingent milestone payments are as follows:
● $2.5 million payable upon receipt of a mining lease to extract material from an open pit mine at Goldlund; and
●
$2.5 million payable upon 300,000 tonnes of ore that can form the basis of a mineral reserve being extracted from a mine at Goldlund.
The Company applied equity accounting for the investment in the Treasury Metals shares. The fair value of the Treasury Metals shares at closing of $78,000,000 was
determined using the quoted price of Treasury Metals’ common shares on August 7, 2020. The warrants of Treasury Metals have been accounted for as FVTPL. The
Company uses the Black-Scholes option pricing model to calculate the fair value of the warrants held in Treasury Metals both as at August 7, 2020 and on an ongoing basis.
The 1.5% NSR royalty on Goldlund was measured at a fair value of $3,709,000 and is included in “Others” in “Mineral Properties”.
Upon closing, First Mining held approximately 40% of the issued and outstanding common shares of Treasury Metals (on an undiluted basis) and had the right to appoint
three nominees to the board of directors of Treasury Metals. In August 2020, the Company exercised this right and nominated (and Treasury Metals subsequently appointed)
three individuals to the board of directors of Treasury Metals.
Page 18
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
In accordance with the terms of an Investor Rights Agreement signed in connection with the transaction, First Mining is required to distribute approximately 20.92 million
shares of Treasury Metals and all of the warrants of Treasury Metals to its shareholders within 12 months of closing of the transaction (the “Distribution”). Following the
Distribution, First Mining will retain approximately 22.41 million shares of Treasury Metals, leaving the Company with a 19.9% ownership interest. As at December 31,
2020, the Company has recorded a liability for the obligation to distribute investments of $34,040,000. As the distribution will be a transaction with shareholders, the
obligation was recorded with a corresponding entry into shareholders equity.
For accounting purposes during the year ended December 31, 2020 the Company recorded an impairment of the Goldlund Gold Project amounting to $9,236,000 (2019 -
$nil), based on the fair value of the consideration received under the transaction with Treasury Metals. On August 7, 2020, as a result of closing the transaction with Treasury
Metals, the Company derecognized the Goldlund project mineral property costs with the exception of the retained NSR royalty interest, now recorded under “Other” mineral
properties. The Company also recorded equity income from the investment in Treasury Metals of $1,446,000 (2019 - $nil) during the year ended December 31, 2020, which
was predominantly relates to deferred income tax recoveries recorded by Treasury Metals in the fourth quarter of their 2020 financial statements. In addition, as at September
30, 2020, the Company recorded an impairment of the equity investment in Treasury Metals amounting to $15,634,000 (2019 - $nil), based on the recoverable amount of the
investment, which was indicated by the publicly quoted market price of Treasury Metals’ shares. It was determined that there was no additional impairment as at December
31, 2020.
Hope Brook Gold Project, Newfoundland
The Hope Brook Gold Project covers an area of 26,650 hectares in Newfoundland, including six mineral licenses, with a deposit hosted by pyritic silicified zones occurring
within a deformed, strike-extensive advanced argillic alteration zone. A technical report titled “2015 Mineral Resource Estimate Technical Report for the Hope Brook Gold
Project, Newfoundland and Labrador, Canada”, prepared by Mercator Geological Services Limited, was filed by the Company on SEDAR on November 27, 2015, and is
available under the Company’s SEDAR profile at www.sedar.com.
During the year ended December 31, 2020, the most significant expenditures at the Hope Brook Gold Project were:
● $122,000 for site employees’ salaries and management salary allocations;
● $91,000 for an aggregate study; and
● $20,000 for an advanced royalty payment.
The resource covers 1.5 km of an 8 km mineralized structure. Substantial infrastructure at the property includes a ramp to 350 metres (“m”) below surface with vent raise,
line-power to site, commercial barge and landing craft ramp, air strip, and a strong local labour force. The Hope Brook Gold Project was a former operating gold mine that
produced 752,163 oz Au from 1987 to 1997.
Other Mineral Properties and Mineral Property Interests
The following table sets out the Company’s remaining projects by region. These projects are 100%-owned by the Company with the exception of the Duparquet Gold Project
in which the Company has a 10% indirect ownership interest in the Duparquet Gold Project and a 100% interest in the Central Duparquet Property.
Canada
Turquoise Canyon, Nevada(2)
USA
Duquesne, Québec (1)
Pitt, Québec
Duparquet, Québec
Joutel, Québec
Morris, Québec
Horseshoe Island, Ontario
(1)
In connection with an agreement entered into by Clifton Star Resources Inc. ("Clifton Star") on July 31, 2012, prior to its acquisition by First Mining, Clifton
Star purchased 0.5% of a 3% NSR royalty on the Duquesne Gold Project for $1,000,000 in cash. Per the terms of this agreement, beginning June 2019, the
remaining 2.5% NSR must be purchased over the ensuing five years in tranches of 0.5% for $1,000,000 for each tranche. Management is currently in
discussions with the royalty owners regarding potential amendments to the timing and amount of any future payments related to this royalty repurchase.
(2)
Property under option to a private company, Momentum Minerals Ltd., in which the Company has approximately 10% ownership.
Page 19
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
Mineral Property Interest – Duparquet Gold Project, Quebec
The Company, through its wholly-owned subsidiary Clifton Star, has a 10% equity interest in the shares of Beattie Gold Mines Ltd., 2699681 Canada Ltd., and 2588111
Manitoba Ltd which directly or indirectly own various mining concessions and surface rights, collectively known as the Duparquet gold project.
The Duparquet Gold Project has a large open-pittable resource, as well as underground and tailings resource. Our interest in the Duparquet Gold Project was acquired through
our acquisition of Clifton Star in 2016. The Duparquet Gold Project covers an area of 1,147 hectares and is located in the Abitibi Region of Québec which is one of the
world's most prolific gold producing regions. The technical report entitled “Technical Report and Prefeasibility Study for the Duparquet Project” was completed by
InnovExplo, with an effective date of March 26, 2014 and was filed on SEDAR by Clifton Star on May 23, 2014. The 2014 prefeasibility study includes pre-production
capital costs of $394 million, a pay-back period of 4.3 years and pre-tax NPV5% of $222 million at US$1,300 per ounce of gold.
In addition to the 10% indirect interest in the Duparquet Gold Project, the Company also holds a 100% interest in the adjoining Central Duparquet Property, which was
purchased on January 20, 2017. This additional ground comprises 16 claims covering 339 ha. Infrastructure includes site roads, access to electrical power 15 km away,
tailings storage facility and water management solutions and ancillary site buildings.
Quebec Mineral Property Portfolio Locations
Page 20
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
Sale of Mexican Exploration Projects
On April 28, 2020, the Company entered into a share purchase agreement with a third-party private company (the “Purchaser”) pursuant to which the Purchaser acquired all
of the issued and outstanding shares of 0924682 B.C. Ltd. and 1089568 B.C. Ltd., two wholly-owned subsidiaries of the Company that hold all of the shares of two Mexican
subsidiaries that owned all of the Company’s Mexican mineral properties. Consideration consisted of nominal cash, and the grant to the Company of a 2% NSR on 10 of the
11 mineral properties. The Purchaser has the right to buy-back 1% of each of these 10 NSRs by paying US$1 million to the Company for each NSR in respect of which the
buy-back right is exercised. From the date of this sale transaction, First Mining no longer holds any mineral properties in Mexico, and this sale will allow the Company to
focus its capital and resources on its Canadian mineral properties. The transaction resulted in a $303,000 loss on disposal of subsidiaries recorded on the statement of net loss
and comprehensive loss for the year ended December 31, 2020, and recycling of currency translation adjustment on disposal of Mexican subsidiaries amounting to $615,000.
NSRs owned by or available to First Mining
Through recent transactions, the Company has created the following portfolio of seventeen NSR royalties on certain of our mineral properties and property interests. The
Company is currently evaluating all potential strategic opportunities available to enhance and optimize the value of its royalty portfolio.
Royalty
Pickle Crow (Ontario, Canada)
Goldlund (Ontario, Canada)
Mexico Projects (1)
(11 including Las Margaritas)
Turquoise Canyon (Nevada, USA)
Ronguen (Burkino Faso)
Pompoi (Burkino Faso)
Lac Virot Iron Ore (Labrador, Canada)
NSR Rate
2.00%
1.50%
1.00%
2.00%
1.00%
1.50%
2.00%
Key Terms
1.00% buy-back for US$2.5 million
0.5% buy-back for $5.0 million
1.00% buy-back for US$1.0 million on each project
1.00% buy-back for US$1.0 million
1.00% buy-back for US$1.0 million
1.50% buy-back for $1.5 million
1.00% buy-back for $1.0 million
(1) The Mexican project NSRs include: Sonora - Miranda, Apache, Socorro, San Ricardo, Los Tamales, Puertecitos, Batacosa; Durango – Las Margaritas;
Oaxaca – Geranio, Lachatao, El Roble.
Note that the Pickle Crow NSR will only be issued upon Auteco successfully completing its Stage 2 Earn-in.
For further information on all of the Company’s mineral properties, see the Company’s AIF for the year ended December 31, 2020 which is available under the Company’s
SEDAR profile at www.sedar.com, as an exhibit to the Company’s Form 40-F on EDGAR at www.sec.gov.
Page 21
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
SELECTED QUARTERLY FINANCIAL INFORMATION
$
Net Income (Loss)
Impairment of non-current assets
Net Loss Excluding Certain Non-
cash Items(1)(2)
Basic and Diluted Net Loss Per
Share (in dollars) (3)
Financial Position (in $000s):
Cash and Cash Equivalents
Working Capital(1)
Investments
Mineral Properties
Investment in Treasury Metals
Inc.
Non-current Assets Held for Sale
Financial Results (in $000s Except for per Share Amounts):
2020-Q4
2020-Q3
2020-Q2
2020-Q1
2019-Q4
2019-Q3
2019-Q2
2019-Q1
$
530
-
(12,352) $
2,372
(19,531) $
22,498
(1,462) $
-
(2,274) $
-
(1,643) $
341
(1,315) $
-
(1,727)
-
(1,744)
(989)
(884)
(990)
(1,402)
(1,111)
(840)
(1,153)
0.00
(0.02)
(0.03)
(0.00)
(0.00)
(0.01)
(0.00)
(0.00)
28,901
9,201
18,425
179,429
63,812
-
32,477
14,324
24,016
168,188
62,833
-
6,475
8,596
5,601
159,630
-
77,993
10,497
9,946
1,398
256,532
-
-
5,902
5,780
1,775
252,815
-
-
5,687
8,360
3,503
248,509
-
-
8,396
10,627
2,979
246,411
-
-
3,059
5,491
2,669
245,169
-
-
Total Assets
Total Non-Current Liabilities
301,213
16,835
$
296,343
15,332
$
258,044
1,959
$
276,776
3,306
$
268,020
3,139
$
263,470
-
$
263,381
-
$
256,463
-
$
(1) These are non-IFRS measures with no standardized meaning under IFRS. For further information and a detailed reconciliation, please refer to the section in this
(2)
MD&A titled “Non-IFRS Measures”.
“The certain non-cash items excluded” refers to the “Share-based payments expense”, “Impairment of non-current assets”, “Investments fair value loss”, “Loss on
disposal of subsidiaries”, “Fair value loss on Silver Stream derivative liability”, “Deferred income tax expense (recovery)” and “Equity loss (income) from
investment in Treasury Metals”.
(3) The basic and diluted loss per share calculations result in the same amount due to the anti‐dilutive effect of outstanding stock options and warrants in all periods.
Key trends in the quarterly results are as follows
Net loss - quarter to quarter fluctuations are typically due to the timing of non-cash items. Share-based payments expense, which fluctuates due to the timing and number of
stock option grants together with the associated fair value dollar amount calculated at the time of the grant, is one of the more common examples. Other non-cash items are
fair value movements on the silver stream derivative liability and certain investments based on underlying market prices at period end. As can be seen in the table above, the
fluctuation in net loss after excluding these non-cash items does not tend to vary nearly as much.
Cash and cash equivalent – fluctuations are principally due to the amount and timing of cash used to fund investing activities at the Company’s mineral property portfolio,
offset by the success of financings provided by private placements, public offerings, and the exercise of options and warrants to support such activities.
Total assets – quarterly changes are the direct result of fluctuations described above in cash and cash equivalent and investments in the current asset category, and due to
mineral property expenditure additions and more recently the investment in Treasury Metals in the non-current asset category.
Non-current liabilities – changes occur predominantly due to the Silver Stream derivative liability fair value movement at each period end date.
Page 22
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
RESULTS OF CONTINUING OPERATIONS
Unless otherwise stated, the following financial data was prepared on a basis consistent with IFRS and extracted from the Audited Consolidated Financial Statements.
Fourth Quarter 2020 Compared to Fourth Quarter 2019
For the three months ended December 31, 2020, net loss for the period has decreased by $2,803,000 compared to the three months ended December 31, 2019. The most
significant components of this overall change are explained by the following:
Income Statement Category
Loss from operational activities
General and administration
Exploration and evaluation
Other items
Variance between
Periods
Explanation
$
$
266,000
(226,000)
Increase is primarily due to higher employee salaries and bonus accrual allocations. In addition,
professional fees were higher due to the increase in 2020 transactional activity.
Decrease is due to lower employee salaries and consulting fee allocations to exploration and
evaluation activities vs 2019.
Investments fair value gain (non-cash)
$
(1,191,000)
Foreign exchange loss (non-cash)
$
200,000
Deferred income tax recovery (non-cash)
Equity gain from investment in Treasury Metals
(non-cash)
$
$
(704,000)
(979,000)
Fair value gain, including gain on sale of First Majestic shares received in June 2020 in connection
with the Silver Stream purchase agreement, partially offset by fair value losses on Auteco shares and
Treasury Metals warrants.
Recycling of currency translation adjustments upon disposal of foreign subsidiaries with a US$
functional currency in 2020.
Reversal of prior year DIT expense, predominantly relating to Goldlund flow-through spending,
which no longer exists following the sale to Treasury Metals in 2020.
In 2020, the Company recorded an equity investment in Treasury Metals and this income relates to
the Q4 equity pick-up for accounting purposes.
Net loss for the period
Other comprehensive income (loss)
$
(2,803,000)
Predominantly relates to the investments fair value gain and equity gain from investment in
Treasury Metals.
Investments fair value gain (non-cash)
Mineral property investments fair value gain (non-
cash)
$
$
(366,000)
978,000
The fair value losses on marketable securities recorded through OCI were lower than the prior
period.
The fair value gain on mineral property investments recorded through OCI were lower than the prior
period.
Net loss and comprehensive income
$
(2,127,000)
Predominantly relates to the investments fair value gain and equity gain from investment in
Treasury Metals recorded in Q4 2020.
Page 23
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
Fiscal Year 2020 Compared to Fiscal Year 2019
For the year ended December 31, 2020, net loss has increased by $25,856,000 compared to the prior year. This change was explained by the following:
Income Statement Category
Loss from operational activities
General and administration
Exploration and evaluation
Impairment of non-current assets (non-cash)
Other items
Fair value loss on Silver Stream derivative liability
(non-cash)
Investments fair value gain
(non-cash)
Loss on disposal of subsidiaries
(non-cash)
Deferred income tax recovery
(non-cash)
Equity gain from investment in Treasury Metals
(non-cash)
Variance between
Periods
Explanation
$
$
159,000
(312,000)
$
24,529,000
Increase is primarily due to higher employee salaries and bonus accrual allocations. In addition,
professional fees were higher because of the increase in 2020 transactional activity.
Decrease is due to lower employee salaries and consulting fee allocations to exploration and
evaluation activities vs 2019.
Predominantly related to the impairment of the Goldlund gold project upon sale to Treasury Metals,
including a write-down of the equity investment value in Q3 2020.
$
5,882,000
$
$
(765,000)
296,000
$
(2,103,000)
$
(1,446,000)
Fair value loss on the silver stream derivative primarily the result of increases in the silver forward
curve and decreases in the estimated credit spread since initial recognition.
Fair value gain, including the gain on sale of First Majestic shares received in June 2020 in
connection with Silver Stream purchase agreement, partially offset by fair value loss on Auteco
shares and Treasury Metals warrants.
Relates to the sale of Mexican and other subsidiaries in 2020 which were non-core to First Mining’s
business strategy.
Reversal of DIT expense, predominantly relating to Goldlund flow-through spending, which no
longer exists following the sale to Treasury Metals in 2020.
In 2020, the Company recorded an equity investment in Treasury Metals and this income relates to
the equity pick-up for accounting purposes. since initial recognition.
Net loss for the year
$
25,856,000 Predominantly relates to the impairment of non-current assets.
Other comprehensive income (loss)
Investments fair value gain
(non-cash)
Mineral property investments fair value gain
(non-cash)
Recycling of currency translation adjustment on
disposal of foreign subsidiaries
(non-cash)
$
$
(906,000) The fair value gains on marketable securities recorded through OCI were higher than the prior year.
(348,000)
The fair value gain on mineral property investments recorded through OCI were higher than the
prior year.
$
673,000 Recycling of currency translation adjustments in OCI to the income statement.
Net loss and comprehensive income
$
25,242,000 Predominantly relates to the impairment of non-current assets.
Page 24
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
(in $000s)
CASH PROVIDED BY (USED IN)
Operating activities
Investing activities
Financing activities
Foreign exchange effect on cash
CHANGE IN CASH AND CASH EQUIVALENTS
Working capital(1)
Cash and cash equivalents, beginning
Cash and cash equivalents, ending
Year ended December 31,
2020
2019
$
(4,222) $
(12,816)
40,335
(298)
22,999
9,201
5,902
28,901
$
$
(4,200)
(4,313)
9,301
(1)
787
5,780
5,115
5,902
(1) Working capital is a non-IFRS measurement with no standardized meaning under IFRS and may not be comparable to similar financial measures presented by other
issuers. For further information and a detailed reconciliation, please see the section “Non-IFRS Measures – Working Capital”.
Key reasons for variances from December 31, 2019 to December 31, 2020:
● The increase of $22,999,000 in cash and cash equivalents was primarily due to cash raised from the bought deal financing, private placements, at‐the‐market
("ATM") sales and proceeds from sale of First Majestic shares received per the terms of the Silver Stream agreement, offset by cash used in operating and investing
activities;
● Cash used in operating activities is comparable between fiscal 2019 and fiscal 2020;
● Cash used in investing activities increased due to higher development activities on the Springpole Gold Project which included drilling expenditures partially offset
by proceeds from sale of investments;
● Cash provided by financing activities increased due to cash raised from the bought deal financing, private placements, ATM sales, and cash proceeds received from
First Majestic per terms of the Silver Stream agreement;
● Working capital increased due to increase in cash and cash equivalents as discussed above and increase in the market value of investments, offset by Option – PC
Gold and Obligation to distribute investments.
Trends in Liquidity, Working Capital, and Capital Resources
As at December 31, 2020, the Company has working capital of $9,201,000 (December 31, 2019 - $5,780,000). The Company has no history of revenues from its operating
activities. The Company is not in commercial production on any of its mineral properties and accordingly does not generate cash from operations. During the year ended
December 31, 2020, the Company had negative cash flow from operating activities. The Company anticipates it will have negative cash flow from operating activities in
future periods.
The Company has, in the past and during the year ended December 31, 2020, financed its activities by raising capital through issuances of new shares, other means such as
silver stream upfront proceeds and/or sales of its investments in other companies. In addition to adjusting spending, disposing of assets and seeking other non-equity sources
of financing, the Company will remain reliant on equity markets for raising capital until it can generate positive cash flow from operations to finance its exploration and
development programs.
The Company believes it has sufficient cash resources to maintain its mineral properties in good standing for the next twelve months.
Page 25
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
OUTLOOK
We remain focused on advancing the Company’s strategic objectives and near-term milestones, which include the following:
● Advancing the Springpole Environmental Assessment process which includes a focus on community, indigenous rights holder and stakeholder consultations.
● Springpole technical studies, including metallurgical work, geotechnical optimization and further process optimization following the release and publication of the
PFS.
● Springpole exploration drilling (33 holes, 6,000 m) - to identify and follow-up on regional targets.
● Cameron drill program (10 holes, 2,000 m) – to extend local understanding and identify new targets.
● Evaluating its Québec mineral properties and potential for partnership opportunities.
● Maintaining strong balance sheet and cash position to fund investing activities consistent with First Mining’s business strategy.
● Providing support as needed to partnership projects (Pickle Crow, Goldlund-Goliath) which will continue to enable the Company to surface value from these direct
and indirect interests.
● Establishing and initiating environmental, social and governance (“ESG”) reporting framework in 2021, including a new Board ESG Committee.
FINANCIAL INSTRUMENTS
All financial instruments are required to be measured at fair value on initial recognition. Fair value is based on quoted market prices unless the financial instruments are not
traded in an active market. In this case, the fair value is determined by using valuation techniques like the Black-Scholes option pricing model or other valuation techniques.
Measurement in subsequent periods depends on the classification of the financial instrument. A description of financial instruments and their fair value is included in the
audited consolidated financial statements for the year ended December 31, 2020, filed on SEDAR at www.sedar.com.
In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial
instruments. The timeframe and the manner in which we manage these risks varies based upon our assessment of these risks and available alternatives for mitigation. We do
not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support our operations.
RELATED PARTY TRANSACTIONS
Amounts paid to related parties were incurred in the normal course of business and measured at the exchange amount, which is the amount agreed upon by the transacting
parties and on terms and conditions similar to non-related parties. There were no significant transactions with related parties outside of the ordinary course of business during
the year ended December 31, 2020.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of
the Company including, without limitation, such considerations as liquidity and capital resources.
Page 26
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
FINANCIAL LIABILITIES AND COMMITMENTS
The Company’s financial liabilities as at December 31, 2020 are summarized as follows:
(in $000s)
Accounts payable and accrued liabilities
Obligation to distribute investments
Lease liability
Total
NON-IFRS MEASURES
Carrying
Amount
Contractual
Cash Flows
Less than 1
year
$
$
2,013
34,040
554
36,607
$
$
2,013 $
34,040
678
36,731 $
2,013 $
34,040
163
36,216 $
1 – 3 years
4 – 5 years
-
-
333
333
$
$
-
-
182
182
After 5 years
-
$
-
-
--
$
Alternative performance measures in this document such as “cash cost”, “AISC” and “AIC” are furnished to provide additional information. These non-IFRS performance
measures are included in this MD&A because these statistics are used as key performance measures that management uses to monitor and assess future performance of the
Springpole Gold Project, and to plan and assess the overall effectiveness and efficiency of mining operations.
Certain Non-IFRS financial measures used in this MD&A and common to the gold mining industry are defined below.
Total Cash Costs and Total Cash Costs per Gold Ounce - Total Cash Costs are reflective of the cost of production. Total Cash Costs reported in the PFS include mining costs,
processing, water & waste management costs, on-site general & administrative costs, treatment & refining costs, royalties and silver stream credits. Total Cash Costs per
Ounce is calculated as Total Cash Costs divided by total LOM payable gold ounces.
All-in Sustaining Costs (“AISC”) and AISC per Gold Ounce - AISC is reflective of all of the expenditures that are required to produce an ounce of gold from operations.
AISC reported in the PFS includes Total Cash Costs, sustaining capital and closure costs. AISC per Ounce is calculated as AISC divided by total LOM payable gold ounces.
In addition, the Company has included non-IFRS measures in the annual and quarterly info tables above, which include working capital (calculated as Current Assets less
Current Liabilities) and Net Loss excluding certain non-cash items (calculated as Net Loss excluding share based payments expense, impairment of non-current assets,
investments fair value loss, loss on disposal of subsidiaries, fair value loss on silver stream derivative liability, deferred income tax expense (recovery) and equity income
from investment in Treasury Metals) which should be read in conjunction with its financial statements which are prepared in accordance with IFRS. The Company believes
that these measures provide investors with an improved ability to evaluate the performance of the Company. Non-IFRS measures do not have any standardized meaning
prescribed under IFRS. Therefore, such measures may not be comparable to similar measures employed by other companies. The data is intended to provide additional
information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Page 27
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
ACCOUNTING POLICIES
The Company’s significant accounting policies are in accordance with IFRS and are contained in the audited consolidated financial statements for the year ended December
31, 2020. Furthermore, there were no changes in the Company’s accounting policies during the 2020 financial year.
CRITICAL ACCOUNTING ESTIMATES
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions which affect the
reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Estimates are based on historical experience and other factors considered to be reasonable and are reviewed on an ongoing
basis. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.
Estimation uncertainties are described in the Company’s audited consolidated financial statements for the year ended December 31, 2020.
CRITICAL ACCOUNTING JUDGMENTS
The preparation of financial statements requires management to exercise judgment in the process of applying its accounting policies. Judgments are regularly evaluated and
are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. The following
section discusses significant accounting policy judgments which have been taken in the financial statements for the year ended December 31, 2020:
Mineral Property Impairment Indicators
In accordance with the Company’s accounting policy for its mineral properties, exploration and evaluation expenditures on mineral properties are capitalized. There is no
certainty that the expenditures made by the Company in the exploration of its property interests will result in discoveries of commercial quantities of minerals. The Company
applies judgment to determine whether indicators of impairment exist for these capitalized costs.
Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights,
whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation
activities up to the reporting date.
Impairment of Investment in Associate
With respect to its investment in associate, the Company is required to make estimates and judgments about future events and circumstances and whether the carrying amount
of the asset exceeds its recoverable amount. Recoverability depends on various factors, including the identification of economic recoverability of reserves at Treasury Metals’
exploration properties, the ability of Treasury Metals to obtain the necessary financing to complete the development, and future profitable production or proceeds from the
disposition of the Treasury Metals shares themselves. The publicly quoted share price of Treasury Metals is also a source of objective evidence about the recoverable amount
of the equity investment.
Page 28
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
Milestone Payments per Share Purchase Agreement with Treasury Metals
The Company applied judgment in the determination of whether to recognize the contingent milestone payments in accordance with the Treasury Share Purchase Agreement
(defined in Note 4 to the audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019). In management’s judgment, there is
uncertainty of these milestones being reached. Management considered the expected length of time that may pass before this uncertainty is resolved, as well as the fact that
achievement of the milestones is outside of the Company’s control. Therefore, the milestone payments have not been recognized as assets as at December 31, 2020.
ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED
There are no IFRS or International Financial Reporting Interpretations Committee interpretations that are not yet effective that would be expected to have a material impact
on the Company’s consolidated financial statements.
RISKS AND UNCERTAINTIES
The Company is subject to a number of risks and uncertainties, each of which could have an adverse effect on its business operations or financial results. Some of these risks
and uncertainties are detailed below. For a comprehensive list of the Company’s risks and uncertainties, see the Company’s AIF for the year ended December 31, 2020 under
the heading “Risks that can affect our business”, which is available under our SEDAR profile at www.sedar.com, and on EDGAR as an exhibit to Form 40-F.
Risks related to Financial Instruments
The Company thoroughly examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks
include market risk (including equity price risk, foreign currency risk, interest rate risk and commodity price risk), credit risk, liquidity risk, and capital risk. Where material,
these risks are reviewed and monitored by the Board.
The Board has overall responsibility for the determination of the Company’s risk management objectives and policies. The overall objective of the Board is to set policies that
seek to reduce risk as much as possible without unduly affecting the Company’s competitiveness and flexibility.
a) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk includes equity price risk,
foreign currency risk, interest rate risk and commodity price risk.
Equity Price Risk
The Company is exposed to equity price risk as a result of holding investments in equity securities, which are comprised of investments and mineral property investments, in
other mineral property exploration companies.
If the fair value of our investments in equity instruments designated as FVTPL had been 10% higher or lower as at December 31, 2020, net loss for the year ended December
31, 2020 would have decreased or increased, respectively, by approximately $1,504,000 (2019 – $nil), as a result of changes in the fair value of equity investments. If the fair
value of our investments in equity instruments designated as FVTOCI had been 10% higher or lower as at December 31, 2020, other comprehensive income (loss) for the year
ended December 31, 2020 would have decreased or increased, respectively, by approximately $1,011,000 (2019 – $717,000), as a result of changes in the fair value of equity
investments.
Page 29
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
Foreign Currency Risk
The Company is exposed to financial risk related to the fluctuation of foreign exchange rates. As at December 31, 2020, the Company was exposed to currency risk on the
following financial instruments denominated in US$. The sensitivity of the Company’s net loss due to changes in the exchange rate between the US$ against the Canadian
dollar is included in the table below in Canadian dollar equivalents:
Cash and cash equivalents
Fair value of Silver Stream derivative liability
Net exposure
Effect of +/- 10% change in currency
Interest Rate Risk
$
$
$
$
5,567
(13,260)
(7,693)
(769)
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company does not have any borrowings that are subject to
fluctuations in market interest rates. Interest rate risk is limited to potential decreases on the interest rate offered on cash and cash equivalents held with chartered Canadian
financial institutions. The Company manages its interest rate risk by maximizing the interest income earned on excess funds while maintaining the necessary liquidity to
conduct its day-to-day operations. The Company considers this risk to be immaterial.
Commodity price risk
The Company is subject to commodity price risk from fluctuations in the market prices for gold and silver. Commodity price risks are affected by many factors that are
outside the Company’s control including global or regional consumption patterns, the supply of and demand for metals, speculative activities, the availability and costs of
metal substitutes, inflation, and political and economic conditions. The financial instrument impacted by commodity prices is the Silver Stream derivative liability.
b) Credit Risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which are
potentially subject to credit risk for the Company consist primarily of cash and cash equivalents, accounts and other receivables, and the reclamation deposit. The Company
considers credit risk with respect to its cash and cash equivalents to be immaterial as cash and cash equivalents are mainly held through high credit quality major Canadian
financial institutions as determined by ratings agencies. As a result, the Company does not anticipate any credit losses.
c) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it will have sufficient
cash to allow it to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the
Company’s reputation. The Company manages its liquidity risk by preparing annual estimates of exploration and administrative expenditures and monitoring actual
expenditures compared to the estimates to ensure that there is sufficient capital on hand to meet ongoing obligations.
See the section of this MD&A titled “Financial Liabilities and Commitments” for a summary of the maturities of the Company’s financial liabilities as at December 31, 2020
based on the undiscounted contractual cash flows.
As at December 31, 2020, the Company had cash and cash equivalents of $28,901,000 (December 31, 2019 – $5,902,000).
Page 30
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
d) Capital Risk Management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and retention of its
mineral properties. The Company has historically demonstrated the ability to raise new capital through equity issuances and/or through surplus cash as part of its acquisitions.
In the management of capital, the Company includes the components of shareholders’ equity as well as cash. The Company prepares annual estimates of exploration and
administrative expenditures and monitors actual expenditures compared to the estimates to ensure that there is sufficient capital on hand to meet ongoing obligations.
Other Risk Factors
Financing Risks
The Company has finite financial resources, has no current source of operating cash flow and has no assurance that additional funding will be available to it for its future
activities, including exploration or development of mineral projects. Such further activities may be dependent upon the Company’s ability to obtain financing through equity
or debt financing or other means. Failure to obtain additional financing could result in delay or indefinite postponement of exploration and development of the Company’s
existing mineral projects and could result in the loss of one or more of its properties.
Exploration and Development Risks
The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate.
These risks include:
● few properties that are explored are ultimately developed into producing mines;
● there can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable;
● with all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods
tested in pilot conditions; and
● mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in an increase in our resource base.
Exploration and development of mineral properties is capital intensive and unsuccessful exploration or development programs could have a material adverse impact on the
Company’s operations and financial condition.
Global Financial Conditions
Global financial conditions have, at various times in the past and may, in the future, experience extreme volatility. Many industries, including the mining industry, are
impacted by volatile market conditions. Global financial conditions may be subject to sudden and rapid destabilizations in response to economic shocks or other events, such
as developments concerning COVID-19. A slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment
rates, business conditions, inflation, fluctuations in fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax
rates, may adversely affect the Company’s growth and financial condition. Future economic shocks may be precipitated by a number of causes, including government debt
levels, fluctuations in the price of oil and other commodities, volatility of metal prices, geopolitical instability, changes in laws or governments, war, terrorism, the volatility
of currency exchanges inflation or deflation, the devaluation and volatility of global stock markets, pandemics and natural disasters. Any sudden or rapid destabilization of
global economic conditions could impact the Company’s ability to obtain equity or debt financing in the future on terms favourable to the Company or at all. In such an event,
the Company’s operations and financial condition could be adversely impacted.
Page 31
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
Public Health Crises
The Company's business, operations and financial condition could be materially adversely affected by the outbreak of epidemics, pandemics or other health crises, such as
COVID-19, and by reactions by government and private actors to such outbreaks. As at the date of this MD&A, the global reactions to the spread of COVID-19 have led to,
among other things, significant restrictions on travel, quarantines, temporary business closures and a general reduction in consumer activity. While these effects are expected
to be temporary, the duration of the disruptions to business internationally and the related financial impact cannot be estimated with any degree of certainty at this time. Such
public health crises can result in disruptions and extreme volatility in financial markets and global supply chains as well as declining trade and market sentiment and reduced
mobility of people, all of which could impact commodity prices, interest rates, credit ratings, credit risk, availability of financing and inflation. The risks to the Company of
such public health crises also include risks to employee health and safety and may result in a slowdown or temporary suspension of operations at some or all of the
Company's mineral properties as well as its head office. Although the Company has the capacity to continue certain administrative functions remotely, many other functions,
including the conduct of exploration and development programs, cannot be conducted remotely and may be impacted or delayed if the Company experiences limitations on
employee mobility. At this point, the extent to which COVID-19 may impact the Company remains uncertain; however, it is possible that COVID-19 could have a material
adverse effect on the Company's business, results of operations and financial condition. There can be no assurances that the Company will not be required to further
demobilize its personnel and contractors at any of its mineral projects in due to the ongoing COVID-19 pandemic. Any such demobilization may have an adverse impact on
the Company’s ability to conduct exploration and further advance its work programs on the affected properties.
Risks Generally
For a comprehensive discussion of the risks and uncertainties that may have an adverse effect on the Company's business, operations and financial results, refer to the
Company’s latest AIF for the year ended December 31, 2020 filed with Canadian securities regulatory authorities at www.sedar.com, and filed under Form 40-F with the
United States Securities Exchange Commission at www.sec.gov/edgar.html. The AIF, which is filed and viewable on www.sedar.com and www.sec.gov/edgar.html, is
available upon request from the Company.
QUALIFIED PERSONS
Hazel Mullin, P.Geo., Director of Data Management and Technical Services at First Mining, is a Qualified Person as defined by NI 43-101, and is responsible for the review
and verification of the scientific and technical information in this MD&A.
SECURITIES OUTSTANDING
As at the date on which this MD&A was approved and authorized for issue by the Board, the Company has 697,369,936 common shares issued and outstanding; 93,075,657
warrants outstanding; 54,410,000 options outstanding; 1,550,000 restricted stock units outstanding; 40,000 deferred stock units outstanding.
DISCLOSURE CONTROLS AND PROCEDURES
The Company’s Management, with the participation of its Chief Executive Officer (“CEO”) and its Chief Financial Officer (“CFO”), have evaluated the effectiveness of the
Company’s disclosure controls and procedures. Based upon the results of that evaluation, the Company’s CEO and CFO have concluded that, as of December 31, 2020, the
Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files
is recorded, processed, summarized and reported, within the appropriate time periods and is accumulated and communicated to Management, including the CEO and CFO, as
appropriate to allow timely decisions regarding required disclosure.
Page 32
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s Management, with the participation of its CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as
such term is defined in the SEC’s rules and the rules of the Canadian Securities Administrators. The Company’s internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of annual financial statements for external purposes in accordance with
IFRS as issued by the IASB. The Company’s internal control over financial reporting includes policies and procedures that:
● address maintaining records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company;
● provide reasonable assurance that transactions are recorded as necessary for preparation of financial statements in accordance with IFRS;
● provide reasonable assurance that the Company’s receipts and expenditures are made only in accordance with authorizations of Management and the Company’s
Directors; and
● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a
material effect on the Company’s consolidated financial statements.
The Company’s internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any
evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of
compliance with the Company’s policies and procedures.
In the first quarter of 2020, the Company’s employees began to work remotely. Since then, the Company has reopened its offices and its employees have performed their
duties through a combination of working remotely and in the office. This change has required certain processes and controls that were previously done or documented
manually to be completed and retained in electronic form. Despite the changes required by the current environment, there have been no significant changes in our internal
controls during the year ended December 31, 2020 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.
LIMITATIONS OF CONTROLS AND PROCEDURES
The Company’s Management, including the CEO and CFO, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how
well conceived and operated, may not prevent or detect all misstatements because of inherent limitations. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot
provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system is also based in part
upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Page 33
FIRST MINING GOLD CORP.
(Expressed in thousands of Canadian dollars, unless otherwise indicated)
Management’s Discussion & Analysis
For the three months and year ended December 31, 2020
FORWARD-LOOKING INFORMATION
This MD&A is based on a review of the Company’s operations, financial position and plans for the future based on facts and circumstances as of December 31, 2020. This
MD&A contains “forward-looking statements” within the meaning of applicable Canadian securities regulations (collectively, “forward-looking statements”). Any
statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance
(often, but not always, using words or phrases such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “forecast”,
“potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions) are not statements of historical fact and may be “forward-looking
statements”. These statements relate to future events or the Company’s future performance, business prospects or opportunities. Forward-looking statements include, but are
not limited to: statements regarding the advancement of the Company’s mineral assets towards production; statements regarding the potential for the Company to acquire
additional mineral assets in the future; statements regarding the next stages and anticipated timing of the metallurgical study or the environmental, permitting at the
Springpole Gold Project; statements regarding opportunities to enhance project economics identified under the PFS for the Springpole Gold Project; statements regarding the
targeted submission date for the EIS in relation to the Springpole Gold Project; statements regarding the potential increase in gold and silver recoveries at the Springpole Gold
Project; statements regarding the anticipated receipt, timing and use of proceeds received by First Mining pursuant to the Silver Purchase Agreement; statements regarding the
Company distributing approximately 20.92 million shares of Treasury Metals and all of its warrants of Treasury Metals to the Company’s shareholders within 12 months of
the closing date of the transaction with Treasury Metals; statements regarding the Company’s intentions and expectations regarding exploration, infrastructure and production
potential of any of its mineral properties; statements relating to the Company's working capital, capital expenditures and ability and intentions to raise capital; statements
regarding the potential effects of financing on the Company's capitalization, financial condition and operations; forecasts relating to mining, development and other activities
at the Company’s operations; forecasts relating to market developments and trends in global supply and demand for gold; statements relating to future global financial
conditions and the potential effects on the Company; statements relating to future work on the Company’s non-material properties; statements relating to the Company’s
mineral reserve and mineral resource estimates; statements regarding regulatory approval and permitting including, but not limited to, EA approval for the Springpole Gold
Project and the expected timing of such EA approval; statements regarding the Company’s anticipated timing to receive final approval from the MECP of the Terms of
Reference for the Springpole Gold Project, and consultations in respect thereof; statements regarding the Company's compliance with laws and regulations including, but not
limited to environmental laws and regulations; statements regarding the Pickle Crow Gold Project Earn-In Agreement and payouts, share issuances and exploration
expenditure commitments thereunder; statements regarding the Company’s engagement with local stakeholders; statements regarding the Company's ability to enter into
agreements with local stakeholders including, but not limited to, local Indigenous groups; statements regarding the potential impact of the COVID-19 pandemic; statements
regarding key personnel; statements regarding non-IFRS measures and changes in accounting standards; statements relating to the limitation of the Company's internal
controls over financial reporting; and statements regarding the preparation or conduct of studies and reports and the expected timing of the commencement and completion of
such studies and reports.
There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed under the heading “Risks that can affect our business” in
the Company’s AIF for the year ended December 31, 2020 and other continuous disclosure documents filed from time to time via SEDAR with the applicable Canadian
securities regulators. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and the Company does not
undertake any obligation to update forward-looking statements should conditions or our estimates or opinions change, except as required by applicable laws. Actual results
may differ materially from those expressed or implied by such forward-looking statements. These statements involve known and unknown risks, uncertainties, and other
factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievement expressed or implied by these forward-looking statements.
The Company believes that the expectations reflected in any such forward-looking statements are reasonable, but no assurance can be given that these expectations will prove
to be correct and such forward-looking statements included herein this MD&A should not be unduly relied upon.
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES
This MD&A has been prepared in accordance with the requirements of Canadian securities laws, which differ in certain material respects from the disclosure requirements of
United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance
with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) 2014 Definition Standards on Mineral Resources and Mineral Reserves, adopted by
the CIM Council, as may be amended from time to time. These definitions differ from the definitions in the United States Securities and Exchange Commission (the “SEC”)
rules applicable to domestic United States companies. In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and
“inferred mineral resource” are defined under the 2014 CIM definition standards, and are required to be disclosed by NI 43-101. However, these terms are not defined under
the SEC rules applicable to domestic United States companies. Accordingly, information concerning mineral deposits set forth or incorporated by reference in this MD&A
may not be comparable with information made public by companies that report in accordance with U.S. standards.
Page 34
CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
Exhibit 99.4
I, Daniel W. Wilton, certify that:
1. I have reviewed this annual report on Form 40-F of First Mining Gold Corp.;
2.
3.
4.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that
has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.
The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and
the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the issuer’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial
reporting.
Date: March 25, 2021
/s/ Daniel W. Wilton
Daniel W. Wilton
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
Exhibit 99.5
I, Andrew Marshall, certify that:
1. I have reviewed this annual report on Form 40-F of First Mining Gold Corp.;
2.
3.
4.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-
15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that
has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.
The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and
the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the issuer’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial
reporting.
Date: March 25, 2021
/s/ Andrew Marshall
Andrew Marshall
Chief Financial Officer
(Principal Financial Officer and) Principal Accounting Officer
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 99.6
The undersigned, Daniel W. Wilton, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a)
the annual report on Form 40-F of First Mining Gold Corp. for the year ended December 31, 2020 fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(b)
information contained in the Form 40-F fairly presents, in all material respects, the financial condition and results of operations of First Mining Gold Corp.
Date: March 25, 2021
/s/ Daniel W. Wilton
Daniel W. Wilton
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 99.7
The undersigned, Andrew Marshall, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a)
the annual report on Form 40-F of First Mining Gold Corp. for the year ended December 31, 2020 fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(b)
information contained in the Form 40-F fairly presents, in all material respects, the financial condition and results of operations of First Mining Gold Corp.
Date: March 25, 2021
/s/ Andrew Marshall
Andrew Marshall
Chief Financial Officer
(Principal Financial Officer and) Principal Accounting Officer
March 25, 2021
VIA EDGAR
United States Securities and Exchange Commission
Re:
First Mining Gold Corp. (the “Company”)
Annual Report on Form 40-F
Consent of Expert
Exhibit 99.8
This letter is provided in connection with the Company’s Form 40-F annual report for the year ended December 31, 2020 (the “Annual Report”) to be filed by the Company
with the United States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the
year ended December 31, 2020.
I, Dr. Gilles Arseneau, Ph.D., P.Geo., of SRK Consulting (Canada) Inc., hereby consent to the use of my name in the Annual Report and in the Registration Statement on
Form F-10 (File No. 333-231801) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the following
technical report:
“NI 43-101 Technical Report and Pre-Feasibility Study on the Springpole Gold Project, Ontario, Canada (the “Technical Report”).
and to references to the Technical Report, or portions thereof, in the Annual Report and Registration Statement, and to the inclusion and incorporation by reference of the
information derived from the Technical Report in the Annual Report and Registration Statement.
Yours truly,
/s/ Dr. Gilles Arseneau
Dr. Gilles Arseneau, Ph.D., P.Geo.
Associate Consultant (Geology)
SRK Consulting (Canada) Inc.
March 25, 2021
VIA EDGAR
United States Securities and Exchange Commission
Re:
First Mining Gold Corp. (the “Company”)
Annual Report on Form 40-F
Consent of Expert
Exhibit 99.9
This letter is provided in connection with the Company’s Form 40-F annual report for the year ended December 31, 2020 (the “Annual Report”) to be filed by the Company
with the United States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the
year ended December 31, 2020.
I, Gordon Zurowski, P.Eng., of AGP Mining Consultants Inc., hereby consent to the use of my name in the Annual Report and in the Registration Statement on Form F-10
(File No. 333-231801) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the following technical report:
“NI 43-101 Technical Report and Pre-Feasibility Study on the Springpole Gold Project, Ontario, Canada (the “Technical Report”).
and to references to the Technical Report, or portions thereof, in the Annual Report and Registration Statement, and to the inclusion and incorporation by reference of the
information derived from the Technical Report in the Annual Report and Registration Statement.
Yours truly,
/s/ Gordon Zurowski
Gordon Zurowski, P.Eng.
AGP Mining Consultants Inc.
March 25, 2021
VIA EDGAR
United States Securities and Exchange Commission
Re:
First Mining Gold Corp. (the “Company”)
Annual Report on Form 40-F
Consent of Expert
Exhibit 99.10
This letter is provided in connection with the Company’s Form 40-F annual report for the year ended December 31, 2020 (the “Annual Report”) to be filed by the Company
with the United States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the
year ended December 31, 2020.
I, Roland Tosney, P.Eng., of AGP Mining Consultants Inc., hereby consent to the use of my name in the Annual Report and in the Registration Statement on Form F-10 (File
No. 333-231801) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the following technical report:
“NI 43-101 Technical Report and Pre-Feasibility Study on the Springpole Gold Project, Ontario, Canada (the “Technical Report”).
and to references to the Technical Report, or portions thereof, in the Annual Report and Registration Statement, and to the inclusion and incorporation by reference of the
information derived from the Technical Report in the Annual Report and Registration Statement.
Yours truly,
/s/ Roland Tosney
Roland Tosney, P.Eng.
AGP Mining Consultants Inc.
March 25, 2021
VIA EDGAR
United States Securities and Exchange Commission
Re:
First Mining Gold Corp. (the “Company”)
Annual Report on Form 40-F
Consent of Expert
Exhibit 99.11
This letter is provided in connection with the Company’s Form 40-F annual report for the year ended December 31, 2020 (the “Annual Report”) to be filed by the Company
with the United States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the
year ended December 31, 2020.
I, Cameron McCarthy, P.Eng., P.Geo., P.Tech., of Swiftwater Consulting Ltd., hereby consent to the use of my name in the Annual Report and in the Registration Statement
on Form F-10 (File No. 333-231801) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the following
technical report:
“NI 43-101 Technical Report and Pre-Feasibility Study on the Springpole Gold Project, Ontario, Canada (the “Technical Report”).
and to references to the Technical Report, or portions thereof, in the Annual Report and Registration Statement, and to the inclusion and incorporation by reference of the
information derived from the Technical Report in the Annual Report and Registration Statement.
Yours truly,
/s/ Cameron McCarthy
Cameron McCarthy, P.Eng., P.Geo., P.Tech.
Swiftwater Consulting Ltd.
March 25, 2021
VIA EDGAR
United States Securities and Exchange Commission
Re:
First Mining Gold Corp. (the “Company”)
Annual Report on Form 40-F
Consent of Expert
Exhibit 99.12
This letter is provided in connection with the Company’s Form 40-F annual report for the year ended December 31, 2020 (the “Annual Report”) to be filed by the Company
with the United States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the
year ended December 31, 2020.
I, Duke Reimer, P.Eng., of Knight Piésold Ltd., hereby consent to the use of my name in the Annual Report and in the Registration Statement on Form F-10 (File No. 333-
231801) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the following technical report:
“NI 43-101 Technical Report and Pre-Feasibility Study on the Springpole Gold Project, Ontario, Canada (the “Technical Report”).
and to references to the Technical Report, or portions thereof, in the Annual Report and Registration Statement, and to the inclusion and incorporation by reference of the
information derived from the Technical Report in the Annual Report and Registration Statement.
Yours truly,
/s/ Duke Reimer
Duke Reimer, P.Eng.
Knight Piésold Ltd.
March 25, 2021
VIA EDGAR
United States Securities and Exchange Commission
Re:
First Mining Gold Corp. (the “Company”)
Annual Report on Form 40-F
Consent of Expert
Exhibit 99.13
This letter is provided in connection with the Company’s Form 40-F annual report for the year ended December 31, 2020 (the “Annual Report”) to be filed by the Company
with the United States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the
year ended December 31, 2020.
I, Dr. Adrian Dance, Ph.D., P.Eng. (BC # 37151), FAusIMM, of SRK Consulting (Canada) Inc., hereby consent to the use of my name in the Annual Report and in the
Registration Statement on Form F-10 (File No. 333-231801) of the Company (the “Registration Statement”), in connection with reference to my involvement in the
preparation of the following technical report:
“NI 43-101 Technical Report and Pre-Feasibility Study on the Springpole Gold Project, Ontario, Canada (the “Technical Report”).
and to references to the Technical Report, or portions thereof, in the Annual Report and Registration Statement, and to the inclusion and incorporation by reference of the
information derived from the Technical Report in the Annual Report and Registration Statement.
Yours truly,
/s/ Dr. Adrian Dance
Dr. Adrian Dance, Ph.D., P.Eng. (BC # 37151), FAusIMM
Principal Consultant – Metallurgy
SRK Consulting (Canada) Inc.
March 25, 2021
VIA EDGAR
United States Securities and Exchange Commission
Re:
First Mining Gold Corp. (the “Company”)
Annual Report on Form 40-F
Consent of Expert
Exhibit 99.13
This letter is provided in connection with the Company’s Form 40-F annual report for the year ended December 31, 2020 (the “Annual Report”) to be filed by the Company
with the United States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the
year ended December 31, 2020.
I, Mark Drabble, B.App.Sci (Geology), MAIG, MAusIMM, of Optiro Pty Limited, hereby consent to the use of my name in the Annual Report and in the Registration
Statement on Form F-10 (File No. 333-231801) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the
following technical report:
“Technical Report on the Cameron Gold Deposit, Ontario, Canada”, dated January 17, 2017 (the “Technical Report”).
and to references to the Technical Report, or portions thereof, in the Annual Report and Registration Statement, and to the inclusion and incorporation by reference of the
information derived from the Technical Report in the Annual Report and Registration Statement.
Yours truly,
/s/ Mark Drabble
Mark Drabble, B.App.Sci (Geology), MAIG, MAusIMM
Principal Consultant
Optiro Pty Limited
March 25, 2021
VIA EDGAR
United States Securities and Exchange Commission
Re:
First Mining Gold Corp. (the “Company”)
Annual Report on Form 40-F
Consent of Expert
Exhibit 99.15
This letter is provided in connection with the Company’s Form 40-F annual report for the year ended December 31, 2020 (the “Annual Report”) to be filed by the Company
with the United States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the
year ended December 31, 2020.
I, Kahan Cervoj, B.App.Sci (Geology), MAIG, MAusIMM, of Optiro Pty Limited, hereby consent to the use of my name in the Annual Report and in the Registration
Statement on Form F-10 (File No. 333-231801) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the
following technical report:
“Technical Report on the Cameron Gold Deposit, Ontario, Canada”, dated January 17, 2017 (the “Technical Report”).
and to references to the Technical Report, or portions thereof, in the Annual Report and Registration Statement, and to the inclusion and incorporation by reference of the
information derived from the Technical Report in the Annual Report and Registration Statement.
Yours truly,
/s/ Kahan Cervoj
Kahan Cervoj, B.App.Sci (Geology), MAIG, MAusIMM
Principal Consultant
Optiro Pty Limited
March 25, 2021
VIA EDGAR
United States Securities and Exchange Commission
Re:
First Mining Gold Corp. (the “Company”)
Annual Report on Form 40-F
Consent of Expert
Exhibit 99.16
This letter is provided in connection with the Company’s Form 40-F annual report for the year ended December 31, 2020 (the “Annual Report”) to be filed by the Company
with the United States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the
year ended December 31, 2020.
I, B. Terrence Hennessey, P.Geo., of Micon International Limited, hereby consent to the use of my name in the Annual Report and in the Registration Statement on Form F-10
(File No. 333-231801) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the following technical report:
“An Updated Mineral Resource Estimate for The Pickle Crow Property, Patricia Mining Division, Northwestern Ontario, Canada”, dated June 15, 2018 (the
“Technical Report”).
and to references to the Technical Report, or portions thereof, in the Annual Report and Registration Statement, and to the inclusion and incorporation by reference of the
information derived from the Technical Report in the Annual Report and Registration Statement.
Yours truly,
/s/ B. Terrence Hennessey
B. Terrence Hennessey, P.Geo.
Micon International Limited
March 25, 2021
VIA EDGAR
United States Securities and Exchange Commission
Re:
First Mining Gold Corp. (the “Company”)
Annual Report on Form 40-F
Consent of Expert
Exhibit 99.17
This letter is provided in connection with the Company’s Form 40-F annual report for the year ended December 31, 2020 (the “Annual Report”) to be filed by the Company
with the United States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the
year ended December 31, 2020.
I, Michael P. Cullen, M.Sc., P.Geo., of Mercator Geological Services Limited, hereby consent to the use of my name in the Annual Report and in the Registration Statement
on Form F-10 (File No. 333-231801) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the following
technical report:
“2015 Mineral Resource Estimate Technical Report for the Hope Brook Gold Project, Newfoundland and Labrador, Canada”, dated November 20, 2015 (the
“Technical Report”).
and to references to the Technical Report, or portions thereof, in the Annual Report and Registration Statement, and to the inclusion and incorporation by reference of the
information derived from the Technical Report in the Annual Report and Registration Statement.
Yours truly,
/s/ Michael P. Cullen
Michael P. Cullen, M.Sc., P.Geo.
Mercator Geological Services Limited
March 25, 2021
VIA EDGAR
United States Securities and Exchange Commission
Re:
First Mining Gold Corp. (the “Company”)
Technical Information in Annual Report on Form 40-F and Annual Information Form
Exhibit 99.18
This letter is provided in connection with the Company’s Form 40-F annual report for the year ended December 31, 2020 (the “Annual Report”) to be filed by the Company
with the United States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the annual information form of the Company for the
year ended December 31, 2020.
I, Hazel Mullin, P.Geo., Director, Data Management and Technical Services of the Company, hereby consent to being named as a qualified person in the Annual Report and
authorize the use of the information included or incorporated by reference into the Annual Report and represented therein as having been prepared by me or under my
supervision.
I also consent being named as a qualified person in the Registration Statement on Form F-10 (File No. 333-231801) of the Company and authorize the use of the information
included or incorporated by reference into such Registration Statement and represented therein as having been prepared by me or under my supervision .
Yours truly,
/s/ Hazel Mullin
Hazel Mullin, P.Geo.
Director, Data Management and Technical Services
Consent of Independent Auditor
We hereby consent to the incorporation by reference in this Annual Report on Form 40-F for the year ended December 31, 2020 of First Mining Gold Corp. of our report
dated March 25, 2021, relating to the consolidated financial statements which appear in the Exhibit incorporated by reference in this Annual Report.
We also consent to the incorporation by reference in the Registration Statement on Form F-10 (No.333-231801) of First Mining Gold Corp. of our report dated March 25,
2021 referred to above. We also consent to the reference to us under the heading “Interest of Experts”, which appears in the Annual Information Form included in the
Exhibit incorporated by reference in this Annual Report on Form 40-F, which is incorporated by reference in such Registration Statement.
Exhibit 99.19
/s/ PricewaterhouseCoopers LLP
Chartered Professional Accountants
Vancouver, British Columbia
March 25, 2021