FutureFuel Corp. Annual Report 2021

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 40F ☐ 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, 2021 Commission File Number 00055607 FIRST MINING GOLD CORP.(Exact name of registrant as specified in its charter) British Columbia, Canada 1040 Not Applicable(Province or other jurisdictionof incorporation or organization) (Primary Standard IndustrialClassification Code Number) (I.R.S. EmployerIdentification Number) Suite 2070– 1188 West Georgia Street,Vancouver, BC V6E 4A2, Canada(604) 6883033(Address and telephone number of Registrant’s principal executive offices) National Registered Agents, Inc.1090 Vermont Avenue N.W., Suite 910Washington DC 20005(202) 3718090(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: Trading Symbol(s) Name of exchange on which registered:None N/A 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. ☒ Annual information form ☒ Audited annual financial statements 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. 700,200,059 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 shorterperiod that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ 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 postedpursuant to Rule 405 of Regulation ST (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post suchfiles). ☒ Yes ☐ No Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b2 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 extendedtransition 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 reportingunder Section 404(b) of the SarbanesOxley 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‑Fpursuant to the multijurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b4 under the Exchange Act. Equity securitiesof the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a123. FORWARDLOOKING 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 Actof 1995 and “forward‑looking information” within the meaning of applicable Canadian securities legislation. Forward‑looking statements, which are all statements other than statementsof 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 ofmineral reserve estimates, the timing and amount of estimated future production, costs of production, reserve determination and reserve conversion rates. Generally, theseforward‑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 thatmay 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‑lookingstatements, including but not limited to: fluctuations in the price of commodities; expectations and anticipated impact of the COVID19 pandemic; risks related to mining and explorationoperations including risks related to fluctuations in the price of the primary commodities mined at such operations, actual results of mining and exploration activities, economic andpolitical 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 theinterpretation 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 annualinformation form (the “AIF”) for the financial year ended December 31, 2021. Forward‑looking statements are based on assumptions management believes to be reasonable, including butnot 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 inaccordance with their public statements and achieve their stated production outcomes, and such other assumptions and factors as set out herein. Although the Company has attemptedto 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 beas 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 onforward‑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 forthe 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 otherpurposes. The Company does not undertake to update any forward‑looking statements that are included or incorporated by reference herein, except in accordance with applicablesecurities laws. 2 NOTE TO UNITED STATES READERS – DIFFERENCESIN 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 Canadiandisclosure requirements, which are different from those of the United States. The Company prepares its financial statements (the “Audited Financial Statements”) in accordance withInternational 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 therequirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordancewith 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 Securitiesand 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 depositsmay 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 therules and regulations thereunder. CURRENCY 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 theCanadian dollar while the functional currency of the Company’s nonCanadian subsidiaries is the US dollar. The financial statement presentation currency is the Canadian dollar. Theexpenditures 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. 3 ANNUAL INFORMATION FORM The AIF is filed as Exhibit 99.1 to, and incorporated by reference in, this annual report on Form 40‑F. AUDITED ANNUAL FINANCIAL STATEMENTS The Audited Financial Statements for the year ended December 31, 2021, including the report of the independent registered public accounting firm with respect thereto, is filed asExhibit 99.2 to, and incorporated by reference in, this annual report on Form 40‑F. Our independent registered public accounting firm is PricewaterhouseCoopers LLP, Vancouver, British Columbia, Canada, PCAOB Firm ID: 271 MANAGEMENT’S DISCUSSION AND ANALYSIS The Company’s management’s discussion and analysis of results of operations and financial condition for the year ended December 31, 2021 is filed as Exhibit 99.3 to, and incorporatedby reference in, this annual report on Form 40‑F. CERTIFICATIONS 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 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’smanagement, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined inRule 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 coveredby 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 thatare 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 underthe 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 regardingrequired disclosure. 4 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 inRules 13a15(f) and 15d15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with International Financial Reporting Standards asissued 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’sDirectors; and ·provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a materialeffect 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 ofeffectiveness 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 orprocedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, 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 hasconcluded that the Company’s internal control over financial reporting was effective and no material weakness was identified as at December 31, 2021. Attestation Report of the Registered Public Accounting Firm This Annual Report on Form 40F does not include an attestation report of the Company’s registered public accounting firm because the Company qualified as an "emerging growthcompany" pursuant to Section 2(a)(19) of the Securities Act of 1933 during the year covered by this Annual Report on Form 40F, and this Annual Report on Form 40F is therefore notrequired to include such an attestation report. 5 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 reasonablylikely 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 allfraud. 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, thedesign 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 inherentlimitations 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, controlscan 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 isbased 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 potentialfuture 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 ofthe inherent limitations in a cost‑effective control system, misstatements due to error or fraud may occur and not be detected. 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 theCompany’s audit committee are identified on page 109 of the AIF, filed as Exhibit 99.1 and incorporated by reference herein. The Company’s board of directors has determined that allmembers of the audit committee are independent (as determined under Rule 10A3 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 SK under the ExchangeAct, 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 accountingprinciples in connection with the accounting for estimates, accruals and reserves. Mr. Polman also has experience preparing, auditing, analyzing or evaluating financial statements thatpresent 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 theCompany’s financial statements (or actively supervising another person who did so). Mr. Polman also has an understanding of internal controls and procedures for financial reportingand an understanding of audit committee functions. Mr. Polman has experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor. 6 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 anyperson 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, 2021. See page 110 of the AIF, which isattached 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, auditrelated fees, tax fees and all other fees) in Canadian dollars. AUDIT COMMITTEE PREAPPROVAL POLICIES AND PROCEDURES Since the enactment of the SarbanesOxley Act of 2002 on July 30, 2002, all audit and nonaudit services performed by the Registrant’s outside auditors are preapproved by the auditcommittee of the Registrant. OFFBALANCE SHEET ARRANGEMENTS 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 financialcondition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, or relationships with unconsolidated specialpurpose entities. CASH REQUIREMENTS The information provided under the heading “Management’s Discussion and Analysis – Financial Instruments – Financial Liabilities and Commitments” contained in Exhibit 99.3 as filedwith this annual report on Form 40‑F contains the Company’s disclosure of contractual obligations and is incorporated by reference herein. MINE SAFETY DISCLOSURE Not applicable. 7 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 soby 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; ortransactions in said securities. CONSENT TO SERVICE OF PROCESS 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 thisannual report on Form 40‑F arises. 8 EXHIBIT INDEX Exhibit Description99.1 Annual Information Form of the Company for the year ended December 31, 2021 99.2 Audited consolidated financial statements and related audit reports of the Company, for the year ended December 31, 2021 are exhibits to and form a part of this annualreport 99.3 Management’s Discussion and Analysis for the year ended December 31, 2021 99.4 CEO Certification pursuant to Rule 13a14(a) or 15d14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 99.5 CFO Certification pursuant to Rule 13a14(a) or 15d14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the SarbanesOxley Act of 2002 99.6 CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002 99.7 CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002 99.8 Consent of Dr. Gilles Arseneau, Ph.D., P.Geo., of SRK Consulting (Canada) Inc. 99.9 Consent of Gordon Zurowski, P.Eng., of AGP Mining Consultants Inc. 99.10 Consent of Roland Tosney, P.Eng., of AGP Mining Consultants Inc. 99.11 Consent of Cameron McCarthy, P.Eng., P.Geo., P.Tech., of Swiftwater Consulting Ltd. 99.12 Consent of Duke Reimer, P.Eng., of Knight Pièsold Ltd. 99.13 Consent of Dr. Adrian Dance, Ph.D., P.Eng. (BC # 37151), FAusIMM, of SRK Consulting (Canada) Inc. 99.14 Consent of Mark Drabble, B.App.Sci (Geology), MAIG, MAusIMM, of Optiro Pty Limited 99.15 Consent of Kahan Cervoj, B.App.Sci (Geology), MAIG, MAusIMM, of Optiro Pty Limited 99.16 Consent of Hazel Mullin, P.Geo., of First Mining Gold Corp. 99.17 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm 101.INS XBRL Instance Document 101.SC XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PR XBRL Taxonomy Extension Presentation Linkbase Document 9 SIGNATURES Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40‑F and has duly caused this annual report to be signedon its behalf by the undersigned, thereto duly authorized. Date: March 25, 2022. FIRST MINING GOLD CORP. By:/s/ Daniel W. Wilton Daniel W. Wilton Chief Executive Officer 10 EXHIBIT 99.1 CONTENTS Important information about this document 3 Reporting currency and financial information 3 NonIFRS Financial Measures 3 Caution about forwardlooking information 4 Examples of forwardlooking information in this AIF 4 Material risks 6 Material assumptions 7 National Instrument 43101 definitions 8 Glossary of units 11 Glossary of elements 11 Glossary of abbreviations and acronyms 11 Cautionary note to US investors 12 About First Mining 13 Vision and strategy 13 General overview of our business 14 Threeyear history 17 Recent developments 25 Significant acquisitions 26 Corporate organization 27 Our projects 28 Material Properties 29 Springpole 29 Technical report 29 Project description, location and access 29 History 32 Geological setting, mineralization and deposit types 34 Exploration 35 Drilling 35 Sampling, analysis and data verification 36 Mineral processing and metallurgical testing 40 Mineral resource estimates 42 Mineral reserve estimates 42 Mining methods 43 Processing and recovery operations 44 Infrastructure, permitting and compliance activities 45 Capital and operating costs 47 Exploration, development and production 50 Recent developments 51 Cameron 55 Technical report 55 Project description, location and access 55 History 56 Geological setting, mineralization and deposit type 57 Exploration 57 Drilling 57 Sampling, analysis and data verification 58 Mineral processing and metallurgical testing 63 Mineral resource estimates 63 Recent developments 65 Nonmaterial properties 66 Page 2 CONTENTS (continued) Royalty portfolio 70 Risks that can affect our business 72 Types of risk 72 Exploration, development, production and operational risks 72 Financial risks 77 Political risks 81 Regulatory risks 82 Environmental risks 83 Industry risks 85 Other risks 86 Investor information 92 Share capital 92 Common shares 92 Preferred shares 93 Securitybased compensation and convertible securities 93 Material contracts 94 Market for our securities 98 Prior sales 99 Trading activity 101 Our team 102 Audit Committee information 108 Interests of experts 111 Additional information 112 Appendix A– Audit Committee Charter 113 Important information about this document This annual information form (“AIF”) provides important information about the Company. It describes, among other things, ourhistory, our markets, our exploration and development projects, our Mineral Resources and Mineral Reserves, sustainability, ourregulatory 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 meanFirst Mining Gold Corp. and its subsidiaries,in the context. Reporting currency and financial information The reporting currency of the Company is Canadian dollars. Unless we have specified otherwise, all dollar amounts (“$”) referred to in this AIF are in Canadian dollars. Any referencesto “US$” mean United States (US) dollars. On December 31, 2021, the exchange rate of US dollars into Canadian dollars, being the average exchange rate published by the Bank ofCanada, was US$1.00 equals $1.27. NonIFRS Financial Measures In this AIF we refer to future estimates of financial measures that are not IFRS financial measures (“NonIFRS Financial Measures”). These financial measures are widely used in themining industry as a benchmark for performance but do not have standardized meanings prescribed by IFRS and may differ from methods used by other companies with similardescriptions. NonIFRS Financial Measures should not be considered in isolation or in substitute for measures of performance prepared in accordance with IFRS. Page 3 These NonIFRS Financial Measures are included in this AIF because these statistics are used as key performance measures that management uses to monitor and assess futureperformance of the Springpole Project and to plan and assess the overall effectiveness and efficiency of mining operations. NonIFRS Financial Measures included in this AIF are asfollows: ·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 AIF in regards tothe Springpole Project include mining costs, processing, water and waste management costs, onsite general and administrative costs, treatment and 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. ·Allin 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 AIF is in regards to the Springpole Project includes Total Cash Costs, sustaining capital and closure costs. AISC per Ounce is calculated as AISCdivided by total LOM payable gold ounces. The AISC and Total Cash Costs are future estimates only and, as the Company has not generated production from the Springpole Project to date, no comparable historical figures areavailable. Caution about forwardlooking 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 andoperating performance, or other things that have not yet taken place, we are making statements considered to be forwardlooking information or forwardlooking statements underapplicable securities laws. We refer to them in this AIF as forwardlooking information. Key things to understand about the forwardlooking 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 forecasts of future results, estimates of amounts not yet determinable and assumptions of management made in the light of management’s experience andperception of historical trends, current conditions and expected future developments, 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 thesematerial 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 72,which discuss other material risks that could cause our actual results to differ from current expectations. Forwardlooking information is designed to help you understand management’s current views of our nearterm and longerterm prospects. It may not be appropriate for other purposes.We will not update or revise this forwardlooking information unless we are required to do so by applicable securities laws. Examples of forwardlooking information in this AIF ·statements regarding future acquisitions of mineral properties ·statements relating to our vision and strategy Page 4 ·statements relating to our plans or intentions to pay, or not pay, a dividend to our shareholders ·our intention to derisk 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 ·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 ·forecasts relating to market developments and trends in global supply and demand for gold ·our ability to work with the various Indigenous communities in relation to the development of our projects ·our intention to construct a lowprofile, 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 ·our intentions and expectations regarding exploration or drilling at any of our mineral properties ·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 SpringpoleProject, our plans to submit an Environmental Impact Statement for the Springpole Project and our plans to complete a Feasibility Study 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 ·statements regarding future exploration, drilling and operational activities at the Cameron Gold Project ·statements regarding future activities by Big Ridge Gold Corp. at Hope Brook and our ownership of securities of Big Ridge Gold Corp. ·statements regarding future activities at the Swain Lake Property, Birch Lake Properties and Vixen Properties and our expectations and intentions regarding ourinvolvement in such properties Page 5 ·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, AISC, Total Cash Costs and internal rate of return and cash flows of the Springpole Project ·future royalty and tax payments and rates ·future work on our nonmaterial 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 Material risks ·exploration, development and production risks ·our current or future operations may be challenged by one or more groups ofIndigenous rights holders ·operational hazards ·we may lose our interest in certain projects if we fail to make certain requiredpayments or minimum expenditures ·global financial conditions including supply chain issues, increasedinflation, economic sanctions and the impact of armed hostilities, such asthose ongoing in the Ukraine ·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 anadverse outcome ·commodity price fluctuations ·we may be adversely affected by currency fluctuations, volatility in securitiesmarkets and volatility in mineral prices ·availability of capital and financing on acceptable terms ·accidents or equipment breakdowns may occur ·we have no history of commercially producing metals from our mineralexploration properties ·the cyclical nature of the mining industry ·our Mineral Reserve and Mineral Resource estimates may not be reliable,or we may encounter unexpected or challenging geological, hydrologicalor mining conditions ·there may be changes to government regulations or policies, including tax andtrade laws and policies ·our exploration plans may be delayed or may not be successful ·we may be adversely affected by changes in foreign currency exchange rates,interest rates or tax rates ·we may not be able to obtain or maintain necessary permits or approvalsfrom government authorities ·our estimates of production, purchases, costs, decommissioning or reclamationexpenses, or our tax expense estimates, may prove to be inaccurate ·we may be affected by environmental, safety and regulatory risks,including increased regulatory burdens or delays ·there may be defects in, or challenges to, title to our properties Page 6 ·we may be impacted by natural phenomena, including inclement weather,fire, flood and earthquakes ·uncertainties and substantial expenditures related to determining whether MineralResources or Mineral Reserves exist on a property ·our operations may be disrupted due to problems with our own or ourcustomers’ facilities, the unavailability of reagents or equipment,equipment failure, lack of tailings capacity, labour shortages, groundmovements, transportation disruptions or accidents or other explorationand development risk · ·future sales by existing shareholders could reduce the market price of our shares we may be impacted by public health crises, such as the COVID19 pandemic(“COVID19”) Material assumptions ·the assumptions regarding market conditions upon which we have based our capital expenditure expectations ·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 ·the underlying title to each of our properties is valid and will continue to be so ·our ability to satisfy payment and minimum expenditure obligations in respect of certain of our properties ·our ability to comply with current and future environmental, safety and other regulatory requirements, and to obtain and maintain required regulatory approvals withoutundue delay ·our operations are not significantly disrupted as a result of natural disasters, governmental or political actions, public health crises, such as the COVID19 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 including, without limitation, Indigenous rights holders ·the accuracy of geological, mining and metallurgical estimates ·maintaining good relationships with the communities in which we operate Page 7 National Instrument 43101 definitions Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43101 Standards of Disclosure for Mineral Projects (“NI 43101”). Thedefinitions in NI 43101 are adopted from those given by the Canadian Institute of Mining Metallurgy and Petroleum (“CIM”). Qualified Person The term “Qualified Person” refers to an individual who is an engineer or geoscientist with at least five years of experience in mineralexploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant tothe subject matter of the project or report and is a member in good standing of a selfregulating organization. Mineral Resource The term “Mineral Resource” refers to a concentration or occurrence of diamonds, natural solid inorganic material, or natural solidfossilized organic material including base and precious metals, coal and industrial minerals in or on the Earth’s crust in such form, grade orquality 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 evidenceand 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 thebasis of limited geological evidence and limited sampling. Geological evidence is sufficient to imply but not verify geological and grade orquality continuity. The estimate is based on limited information and sampling gathered through appropriate sampling techniques fromlocations such as outcrops, trenches, pits, workings and drill holes. Indicated Mineral Resource The term “Indicated Mineral Resource” refers to that part of a Mineral Resource for which quantity, grade or quality, densities, shape andphysical 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 governmentalfactors) in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. The estimate is based ondetailed 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 continuitybetween points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a “Measured MineralResource” and may only be converted to a “Probable Mineral Reserve”. Page 8 Measured Mineral Resource The term “Measured Mineral Resource” refers to that part of a Mineral Resource for which quantity, grade or quality, densities, shape andphysical 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 governmentalfactors) in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. The estimate isbased on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations suchas outcrops, trenches, pits, workings and drillholes that are spaced closely enough to confirm geological and grade or quality continuitybetween points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an IndicatedMineral Resource or an Inferred Mineral Resource. It may be converted to a “Proven Mineral Reserve” or to a Probable Mineral Reserve. Mineral Reserve The term “Mineral Reserve” refers to that part of a Measured and/or Indicated Mineral Resource which, after the application of all miningfactors, result in an estimated tonnage and grade which, in the opinion of the Qualified Person(s) making the estimates, is the basis of aneconomically 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 thatwill be mined in conjunction with the Mineral Reserves and delivered to the treatment plant or equivalent facility, as well as allowances forlosses which may occur when the material is mined or extracted, and Mineral Reserves are defined by studies at prefeasibility or feasibilitylevel, as appropriate. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The term MineralReserve does not necessarily signify that extraction facilities are in place or operative or that all governmental approvals have beenreceived. It does, however, signify that there are reasonable expectations of such approvals. Page 9 Probable Mineral Reserve The term “Probable Mineral Reserve” refers to the economically mineable part of an Indicated Mineral Resource, and in somecircumstances, 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 MineralReserve is lower than that applying to a “Proven Mineral Reserve”. Probable Mineral Reserve estimates must be demonstrated to beeconomic, at the time of reporting, by at least a prefeasibility study. Proven Mineral ReserveThe term “Proven Mineral Reserve” refers to the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserveimplies that the Qualified Person has the highest degree of confidence in the estimate and the modifying factors (including, but not limitedto, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environment, social and governmental factors). Use of theterm is restricted to that part of the deposit where production planning is taking place and for which any variation in the estimate wouldnot significantly affect the potential economic viability of the deposit. Proven Mineral Reserve estimates must be demonstrated to beeconomic, at the time of reporting, by at least a prefeasibility study. Page 10 Glossary of units UnitAbbreviationcentimetre(s)cmcubic metre(s)m3dayddegree(s)°foot/feet (as context requires)ft.gram(s)ggrams per tonneg/thectare(s)hakilogram(s)kgkilometre(s)kmmetre(s)mmicrometre(s)µmmillion ouncesMoz.million cubic metresMm3million tonnesMtounce(s)oz.ounce(s) per tonneoz./tparts per millionppmsquare kilometre(s)km2square metre(s)m2tonne(s)ttonnes per cubic metret/m3 Glossary of elements ElementAbbreviationcopperCugoldAusilverAg Glossary of abbreviations and acronyms AllIn Sustaining CostsAISCCanadian Environmental Assessment ActCEAACarboninPulpCIPCutoff GradeCOGEnvironmental Impact StatementEISEngineering, Procurement and Construction ManagementEPCMGeneral and Administrative G&AInternal Rate of ReturnIRRLifeofMineLOMNational Instrument 43101NI 43101Net Present ValueNPVNet Smelter ReturnNSRNonAcid GeneratingNAGPotentially Acid GeneratingPAGPreFeasibility StudyPFSPreliminary Economic AssessmentPEAQuality AssuranceQAQuality ControlQCWaste Storage FacilityWSF Page 11 Cautionary note to US investors The Company is a “foreign private issuer” as defined in Rule 3b4 under the United States Securities Exchange Act of 1934, as amended, and is eligible to rely upon the CanadaU.S.MultiJurisdictional Disclosure System, and is therefore permitted to prepare the technical information contained herein in accordance with the requirements of the securities laws ineffect in Canada, which differ from the requirements of the securities laws currently in effect in the United States. Accordingly, information concerning mineral deposits set forth hereinmay not be comparable with information made public by companies that report in accordance with U.S. standards. 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 thatcomply with reporting standards in Canada with certain estimates prepared in accordance with NI 43101. NI 43101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical informationconcerning the issuer’s material mineral projects. Page 12 About First Mining First Mining Gold Corp. is a Canadianfocused gold exploration and development company that was created in 2015 by Mr. Keith Neumeyer, founding President and CEO of FirstMajestic Silver Corp. and a cofounder of First Quantum Minerals Ltd. We are advancing a portfolio of gold projects in Canada, with our most advanced project being the Springpole Gold Project (the “Springpole Project” or “Springpole”) in northwesternOntario, which is one of the largest undeveloped gold projects in Canada, and where we have commenced a Feasibility Study and permitting activities are ongoing with the submissionof a draft Environmental Impact Statement for the project targeted for 2022. We also own the Cameron, Duparquet, Duquesne and Pitt gold projects, all advancedstage gold projects inOntario (in the case of Cameron) and Québec. Our portfolio of gold project interests also includes the Pickle Crow gold project (being advanced in partnership with Auteco MineralsLtd.), the Hope Brook gold project (being advanced in partnership with Big Ridge Gold Corp.), an equity interest in Treasury Metals Inc. (“Treasury Metals”), and a portfolio of 21 goldroyalties. We are publicly listed on the Toronto Stock Exchange (“TSX”) under the trading symbol “FF”, in theUS on the OTCQX under the trading symbol “FFMGF”, and on the Frankfurt Stock Exchange underthe symbol “FMG”. Our management team has decades of experience in evaluating, exploring anddeveloping mineral assets. First Mining Gold Corp.(TSX: FF; OTCQX: FFMG; Frankfurt: FMG) Head Office:First Mining Gold Corp.Suite 20701188 West Georgia StreetVancouver, BC V6E 4A2Canada Telephone: 604.639.8848 Registered & Records Office:Bennett Jones LLPSuite 2500, Park Place666 Burrard StreetVancouver, BC V6C 2X8Canada Vision and strategy We hold a portfolio of eight (8) mineral assets in Canada and the United States, with a focus on gold, along with a number of marketable securities and a portfolio of gold royalties. Ourvision 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 theproject; ·enhance the Springpole Project by consolidating the mineral tenure in the prospective BirchUchi greenstone belt and exploring this districtscale land package; ·derisk our other material assets through exploration, drilling, calculating resource estimates, conducting engineering, environmental and economic studies, advancing theprojects 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 derisk 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 oroperating partners; and ·continue to grow our asset base by acquiring additional mineral assets. Page 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 mineralproperty. ·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 toacquire 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 ourproperties, 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. Weencourage readers to carefully read this AIF in its entirety, including the section “Risks that can affect our business” starting on page 72 which discusses material risks related to ourbusiness, operations and prospects. 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 environmentalcompliance. 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 tolocate and retain such professionals in Canada and in the US, and we believe we will be able to continue to do so. 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 andindividuals in the search for, and the acquisition and development of, attractive precious metal mineral properties. Page 14 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 explorationand 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 qualifiedpersonnel. 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 favourableto 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 futureon 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 ourproperties; 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 sufferedsignificant 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 2021and, as a result of the COVID19 crisis and the more recent crisis and hostilities in the Ukraine, markets are experiencing extreme volatility as of the date of this AIF. The longterm effectsof these crises 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 periodof 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 allof 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 equityfinancing) 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 ourproperties may be restricted during the winter season as a result of various weatherrelated factors including, without limitation, inclement weather, snow covering the ground, frozenground and restricted access due to snow, ice or other weatherrelated 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 ourwork 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 topurchase 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 tradename upon which our business depends. Page 15 Employees As of the date of this AIF, we have 28 fulltime employees, and we also utilize fixedterm employees, consultants and contractors as needed to carry on many of our activities and, inparticular, 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 ofhazardous 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 explorationactivities in compliance with applicable environmental protection legislation. We are not aware of any existing environmental issues relating to any of our material properties that mayresult 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 adverseeffect 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 longterm sustainability of our operations and support ourobjective 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. Page 16 Threeyear history 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 andsilver 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 ofboth concentrate and flotation tails. March ·We announced the results of an updated Mineral Resource estimate for the Goldlund gold project located in Ontario (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 43101. ·We announced the appointment of Ken Engquist as our new Chief Operating Officer, effective April 29, 2019. May ·We announced the closing of a nonbrokered private placement offering, raising aggregate gross proceeds of approximately $7.4 million (the “May 2019 Offering”) pursuant towhich 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 flowthrough units ofthe 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 “UnitShare”) and onehalf of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder to acquire onecommon 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 usedby 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 saleof 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 “flowthrough 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. June ·We filed a final short form base shelf prospectus (the “2019 Shelf Prospectus”) with the securities commissions in each of the provinces of Canada, and a correspondingregistration statement on Form F10 (the “2019 Registration Statement”) with the SEC under the U.S./Canada Multijurisdictional Disclosure System. The 2019 Shelf Prospectusand corresponding 2019 Registration Statement allowed us to undertake offerings of common shares (including common shares issued on a “flowthrough” basis), preferredshares, warrants, subscription receipts and units or any combination thereof, up to an aggregate total of $100 million from time to time during the 25month period that the 2019Shelf Prospectus was effective. Page 17 ·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 stepout 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 atthemarket equity program (the “ATM Program”) pursuant to which we could, at our discretion and from time to time, issue up to $15million of our common shares to the public at the prevailing market price of the shares when issued through the TSX. Sales of common shares through the ATM Program weremade pursuant to the terms of an equity distribution agreement dated August 19, 2019 between First Mining and Cantor Fitzgerald Canada Corporation (“Cantor”). The ATMProgram was in effect until July 26, 2021, at which point it terminated due to the expiry of the 2019 Shelf Prospectus. We sold an aggregate of 532,000 common shares of FirstMining 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 paidto 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 afouryear option to earn a 100% interest in our Turquoise Canyon gold property located in Nevada, United States (the “Turquoise Canyon Property”) in exchange for certainannual 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 25drillholes, with drilling to date totalling approximately 4,133 m in 22 holes, and visible gold noted in many of these holes. 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 43101. ·We announced that we had entered into an agreement with Ausenco Engineering Canada Inc. to complete a PreFeasibility 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 theMain Zone at the Goldlund Project in 2020, and we announced additional assay results on drilling completed to date at Miller. Page 18 December ·We announced the closing of a nonbrokered 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 “FlowThrough Shares”) that qualify as flowthrough shares for purposes of the Income Tax Act(Canada), at a price of $0.27 per FlowThrough Share. The gross proceeds raised from the December 2019 Offering were used by First Mining to fund exploration programs thatqualified as “CEE” and “flowthrough mining expenditures”, as those terms are defined in the Income Tax Act (Canada). Such expenditures were renounced to subscriberseffective 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 waspaid 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 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 fromour board of directors (the "Board"). ·We announced the closing of the first tranche of a nonbrokered 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 FlowThrough Share and onehalf of one Warrant. Each wholeWarrant 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 theFT 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. ·We announced the closing of the second tranche of a nonbrokered private placement offering, raising aggregate gross proceeds of approximately $5.1 million (the “2020Tranche 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 onehalf of one Warrant. Each wholeWarrant 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 theUnits 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 capitalpurposes. 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 areaknown as the Goldlund Main Zone. ·We announced the closing of the third and final tranche of a nonbrokered private placement offering, raising aggregate gross proceeds of approximately $0.9 million (the “2020Tranche 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 onehalf of one Warrant. Each wholeWarrant 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 Unitsunder 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 capitalpurposes. In total, we raised gross proceeds of approximately $8.5 million across the three tranches of the February/March 2020 nonbrokered private placement offering. Page 19 ·We announced that we had entered into a definitive earnin agreement (the “Pickle Crow EarnIn Agreement”) with Auteco Minerals Ltd. (“Auteco”) pursuant to which Auteco,through a subsidiary, can earn up to an 80% interest in PC Gold Inc. (“PC Gold”), a whollyowned subsidiary of First Mining at that time, which owns the Pickle Crow gold projectlocated in Ontario (the “Pickle Crow Project”). For a summary of the key terms of the Pickle Crow EarnIn Agreement, see the section in this AIF entitled “Investor information –Material contracts – Pickle Crow EarnIn 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 theBoard. ·We announced the assay results of an additional 19 drillholes from the 2020 drill program at the Goldlund Project which included both infill and stepout holes designed to testthe area between Zones 2 and 3 of the deposit. ·We entered into a share purchase agreement with a thirdparty private company (the “Purchaser”) pursuant to which the Purchaser acquired all of the issued and outstandingshares of 0924682 B.C. Ltd. and 1089568 B.C. Ltd., two whollyowned subsidiaries of First Mining that hold all of the shares of two Mexican subsidiaries that owned all of ourMexican 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 tobuyback 1% of each of these 10 NSRs by paying US$1 million to the Company for each NSR in respect of which the buyback right is exercised. As a result of this transaction,we ceased to hold any mineral properties in Mexico. June ·We announced that we had entered into a definitive share purchase agreement (the “Treasury Metals SPA”) with Treasury Metals Inc. (“Treasury Metals”) in respect of thesale of all the issued and outstanding shares of Tamaka Gold Corporation (“Tamaka”), a whollyowned subsidiary of First Mining and owner of the Goldlund Project, to TreasuryMetals (the “Treasury Metals Transaction”). In exchange for acquiring all of the issued and outstanding shares of Tamaka, Treasury Metals issued First Mining 130,000,000common shares (the “TML Shares”) and 35,000,000 warrants (the “TML Warrants”) with an exercise price of $0.50 and a threeyear term. First Mining was also granted a 1.5%NSR royalty on the Goldlund Project, one third (0.5%) of which can be bought back by Treasury Metals at any time in exchange for a $5,000,000 cash payment. Upon receipt of amining lease to extract material from an open pit mine at the Goldlund Project, Treasury Metals will pay First Mining $2,500,000, and it will pay an additional $2,500,000 to FirstMining upon 300,000 tonnes or ore being extracted from the Goldlund Project. In connection with the Treasury Metals Transaction, First Mining agreed to use commerciallyreasonable efforts to distribute up to 70,000,000 TML Shares and all 35,000,000 TML Warrants to its shareholders within 12 months of closing. Upon closing, First Mining becameentitled to nominate three directors of the Treasury Metals’ board. Currently, Daniel W. Wilton, David Whittle and Fraser Bouchard sit on the Treasury Metals’ board asnominees of First Mining. The Treasury Metals SPA specifies that, if after closing, our share position in Treasury Metals is reduced to between 10% and 19.9%, we will have theright to nominate two directors to the Treasury Metals’ board and, if our share position is reduced to between 5% and 9.9%, we will have the right to nominate only one directorto the Treasury Metals’ board. Subsequent to the Treasury Metals Transaction, Treasury Metals completed a 3:1 share consolidation. As a result, following this consolidation,we held 43,333,332 TML Shares and, in accordance with the adjustment provisions in the indenture governing the TML Warrants, 11,666,666 TML Warrants with an exercise priceof $1.50. Page 20 ·First Mining announced that it, along with Gold Canyon Resources Inc. (“Gold Canyon”), a whollyowned subsidiary of First Mining, had entered into a silver purchaseagreement (the “Silver Stream Agreement”) with First Majestic Silver Corp. (“First Majestic”) in relation to our Springpole Project, pursuant to which First Majestic has agreedto 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 “SilverStream”). For a summary of the key terms of the Silver Stream Agreement, see the section in this AIF entitled “Investor information – Material contracts – Silver StreamAgreement”. 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 goldproject to create a districtscale, multimillionounce 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 EarnIn Agreement inrespect of the first portion of the stage 1 earnin requirements under the agreement. ·We announced the closing of an oversubscribed bought deal offering (the “Bought Deal Financing”) pursuant to which First Mining issued 57,500,000 Units (including7,500,000 Units issued in connection with the exercise in full of the overallotment option that had been granted to the Underwriters (as defined below) in connection with theBought 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 onehalf of one Warrant. Each wholeWarrant 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 DealFinancing were offered by way of a prospectus supplement to the 2019 Shelf Prospectus, and were sold through a syndicate of underwriters led by Cormark Securities Inc. andincluding 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 DealFinancing are being used by First Mining for exploration, development and permitting activities at our Canadian gold projects, potential acquisitions, as well as for workingcapital 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 whichare located between our Cameron claim block (which includes the “Cameron Gold Deposit” that hosts the current Mineral Resource on the Cameron property) and our WestCedartree claim block (which includes the Dubenski and Dogpaw deposits on the Cameron property). The acquisition of the East Cedartree claims consolidates First Mining’sland 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 AIFentitled “Cameron – Recent developments” for further details about this transaction. Page 21 2021 January ·We announced the positive results of a PreFeasibility Study (the “Springpole PFS”) that had been completed for our Springpole Project which supports a 30,000 tonnesperdayopen pit mining operation over an 11.3 year mine life. Highlights of the Springpole PFS are as follows: oUS$1.5 billion pretax 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; oUS$995 million aftertax NPV5% at US$1,600/oz Au, increasing to US$1.3 billion at US$1,800/oz Au; o36.4% pretax internal rate of return (“IRR”); 29.4% aftertax IRR at US$1,600/oz Au; oLife of mine (“LOM”) of 11.3 years, with primary mining and processing during the first 9 years and processing lowergrade stockpiles for the balance of the mine life; oAftertax payback of 2.4 years; oDeclaration 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); oInitial capital costs estimated at US$718 million, sustaining capital costs estimated at US$55 million, plus US$29 million in closure costs; oAverage annual payable gold production of 335 koz (Years 1 to 9); 287 koz (LOM); oTotal cash costs of US$558/oz (Years 1 to 9); and US$618/oz (LOM)(1); and oAllin 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 arereported in U.S. dollars unless otherwise specified. NPV calculated as of the commencement of construction and excludes all preconstruction costs.(1) Total cash costs consist of mining costs, processing costs, minelevel general and administrative (“G&A”) costs, treatment and refining charges and royalties. It does notinclude Company level G&A. Please see "NonIFRS Financial Measures" at the beginning of this AIF.(2) AISC consists of total cash costs plus sustaining and closure costs. Please see "NonIFRS Financial Measures" at the beginning of this AIF. See the section of this AIF entitled “Material Properties – Springpole” for further details of the Springpole PFS. March ·We announced that we had entered into a threeyear option agreement with Exiro Minerals Corp. (“Exiro”) pursuant to which we may earn a 100% interest in Exiro’s Swain Postproperty 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 theproperty 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 theSpringpole Project and approximately 5 km west of the westernmost property boundary at Springpole. Page 22 ·We filed a technical report for the Springpole PFS that was prepared for us in accordance with NI 43101 by AGP Mining Consultants Inc. The technical report, which is entitled“NI 43101 Technical Report and PreFeasibility Study on the Springpole Gold Project, Ontario, Canada” (report date: February 26, 2021; effective date: January 20, 2021), canbe found under our SEDAR profile at www.sedar.com, and on our website at www.firstmininggold.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 earnin to PC Gold pursuant to the Pickle Crow EarnIn Agreement. April ·First Mining announced that it, along with Coastal Gold Corp. (“Coastal Gold”), a whollyowned subsidiary of First Mining, had entered into a definitive earnin agreement (the“Hope Brook EarnIn Agreement”) with Big Ridge Gold Corp. (“Big Ridge”) pursuant to which Big Ridge may earn up to an 80% interest in our Hope Brook Gold Project (“HopeBrook”) located in Newfoundland through a twostage earnin over a five year period (the “Big Ridge Transaction”). For a summary of the key terms of the Hope Brook EarnInAgreement, see the section in this AIF entitled “Investor information – Material contracts – Hope Brook EarnIn Agreement”. ·We announced that we had entered into a definitive earnin agreement with Whitefish Exploration Inc. (“Whitefish”) pursuant to which we may earn up to a 100% interest inWhitefish’s Swain Lake property ("Swain Lake Property") located in northwestern Ontario through a twostage earnin process. We have a threeyear option to earn an initial70% interest in the Swain Lake Property by incurring $500,000 in qualifying expenditures, making cash payments totalling $200,000 and share payments totalling $425,000. Uponcompleting the first stage of the earnin we will have a twoyear option to acquire the remaining 30% interest in the Swain Lake Property by making a $1 million cash payment anda $1 million share payment to Whitefish. The Company will hold any interest it acquires in the Swain Lake Property through its whollyowned subsidiary Gold Canyon and in theevent only the first stage of the earnin is completed, Gold Canyon and Whitefish will enter into a joint venture agreement with respect to the Swain Lake Property. June ·We announced the closing of the Big Ridge Transaction. ·We announced that Auteco issued 100,000,000 Auteco shares to the Company and had accordingly completed the first stage of earnin requirements with respect to Pickle Crow. As a result, Auteco earned a 51% interest in PC Gold, the Company’s whollyowned subsidiary that owns Pickle Crow. In connection with Auteco earning a 51% interest in PCGold, the Company and Auteco entered into a joint venture shareholders agreement in respect of PC Gold. For further details, see the section in this AIF entitled “InvestorInformation – Material contracts – Pickle Crow EarnIn Agreement”. July ·In connection with the Treasury Metals Transaction, we distributed an aggregate of 23,333,333 TML Shares and 11,666,666 TML Warrants of Treasury Metals (the "TreasuryMetals Distribution") on July 15, 2021. Immediately upon completion of the Treasury Metals Distribution, the Company held 19,999,999 TML Shares, or approximately 15.36% ofTreasury Metals’ common shares. Accordingly, pursuant to the terms of the Treasury Metals SPA, we currently have the right to nominate two directors to the Treasury Metals’board. Page 23 ·We announced that we had entered into a mineral exploration agreement with Animakee Wa Whing #37 First Nation regarding, among other things, the protocol forcommunication and engagement between the parties in relation to the Company’s planned activities at the Cameron Gold Project. August ·We announced that Auteco had fulfilled the stage 2 earnin requirements with respect to Pickle Crow by incurring $5 million in qualifying expenditures, paying $1 million in cashto the Company and granting the Company a 2% NSR royalty on Pickle Crow, half of which can be bought back by Auteco for US$2.5 million. As a result, Auteco increased itsownership in PC Gold to from 51% to 70%. For further details, see the section in this AIF entitled “Investor Information – Material contracts – Pickle Crow EarnIn Agreement”. September ·We announced the filing of a short form base shelf prospectus (the “2021 Shelf Prospectus”) with the securities commissions in each of the provinces of Canada, and acorresponding registration statement on Form F10 (the “2021 Registration Statement”) with the SEC under the U.S./Canada Multijurisdictional Disclosure System. The 2021Shelf Prospectus and corresponding 2021 Registration Statement will allow us to undertake offerings of common shares (including common shares issued on a “flowthrough”basis), preferred shares, warrants, subscription receipts and units, or any combination thereof, up to an aggregate total of $100 million from time to time during the 25monthperiod that the 2021 Shelf Prospectus remains effective. ·We announced that we had entered into a definitive earnin agreement with ALX Resources Corp. (“ALX”) pursuant to which we, through our whollyowned subsidiary GoldCanyon, can earn up to a 100% interest in ALX’s Vixen North, Vixen South and Vixen West properties (together, the “Vixen Properties”) which are located near our SpringpoleProject. We have a threeyear option to earn an initial 70% interest in the Vixen Properties by incurring $500,000 in qualifying expenditures, making cash payments totalling$550,000 and share payments totalling $400,000. Upon completing the first stage of the earnin, we will have a twoyear option to acquire the remaining 30% interest in the VixenProperties by making a $500,000 cash payment and a $500,000 share payment to ALX. The Company will hold any interest it acquires in the Vixen Properties through its whollyowned subsidiary Gold Canyon and, in the event only the first stage of the earnin is completed, Gold Canyon and ALX will enter into a joint venture agreement with respect tothe Vixen Properties. ·We announced we had acquired additional claims covering approximately 6,000 hectares within the BirchUchi Greenstone Belt. The claims are located adjacent to the Swain LakeProperty in respect of which we have a threeyear option agreement with Whitefish. Page 24 October ·We announced that we had entered into a definitive earnin agreement with Pelangio Exploration Inc. (“Pelangio”) pursuant to which we, through our whollyowned subsidiaryGold Canyon, can earn up to an 80% interest in Pelangio’s Birch Lake and Birch Lake West properties (together, the “Birch Lake Properties”) which are located to the northeastof our Springpole Project. We have a fouryear option to earn an initial 51% interest in the Birch Lake Properties by incurring $1,750,000 in qualifying expenditures, making cashpayments totalling $350,000 and issuing 1,300,000 shares to Pelangio. Upon completing the first stage of the earnin we will have a twoyear option to acquire an additional 29%interest in the Birch Lake Properties by incurring an additional $1,750,000 in qualifying expenditures and making a $400,000 cash payment to Pelangio. The Company will hold anyinterest it acquires in the Birch Lake Properties through its whollyowned subsidiary Gold Canyon and, in the event only the first stage of the earnin is completed, Gold Canyonand Birch Lake will enter into a joint venture agreement with respect to the Birch Lake Properties. ·We announced the appointment of Mr. James Maxwell as Vice President, Exploration. November ·We announced that we had received a Notice of Approval from the Ontario Ministry of the Environment, Conservation and Parks (the “Ministry”) in regards to theEnvironmental Assessment Terms of Reference for our Springpole Project. Receipt of the Notice of Approval marks the formal commencement of the provincial environmentalassessment process. Recent developments 2022 January ·We provided an update on the ongoing technical work at the Springpole Project to further optimize the development plan for Springpole and to further define the project scopefor the environmental assessment process and into the feasibility study process. Highlights of such ongoing technical work included: oIn 2021, taking 2.4 tonnes of metallurgical samples collected from 10 drillholes to form three production composites that underwent advanced metallurgical testing, as wellas 10 variability composites. The initial results supported the test work and assumptions that were used in the Springpole PreFeasibility Study. oFiltration test work to optimize the size of the filter plant. oAn analysis of potential greenhouse gas emissions from the Springpole Project and determining that opportunities exist to reduce such greenhouse gas emissions. oOur commissioning of SLR Consulting to complete an initial scoping study of the opportunities to incorporate renewable power generation into the project developmentplan at Springpole. The study concluded that wind and solar were both viable potential supplemental power sources and warranted further study. oDuring 2021 our environmental field work involved a comprehensive program to supplement the baseline data that had been collected in previous years. ·We announced that Mr. Kenneth Engquist, our Chief Operating Officer, had resigned to pursue another opportunity in the mining industry. ·We were made aware of a Statement of Claim filed in the Ontario Superior Court of Justice on January 7, 2022 by Cat Lake First Nation and certain other parties (collectively, the“Plaintiffs”) against the Crown. Amongst other things, the Plaintiffs are seeking an order from the Court that all mineral tenure on lands that the Plaintiffs claim they haveexclusive aboriginal title be returned to the Plaintiffs and that all mining permits, leases, license and patents in respect of such lands be cancelled. The Springpole Project islocated on the lands subject to this claim and First Mining is continuing to monitor the claim. Page 25 February ·We announced that we had acquired 286,904 additional common shares of Beattie Gold Mines Ltd. (“Beattie”), a private company incorporated under the Business CorporationsAct (Ontario) which owns the mining concession that forms the largest part of the Duparquet Gold Project located in Québec, and thereby increased our ownership interest inBeattie from 10% to 25.3%. The purchase price payable for these additional common shares was comprised of a $1,272,824 cash payment and the issuance of 7,636,944 FirstMining Shares. Significant acquisitions We have not completed any significant acquisitions during our most recently completed financial year. Page 26 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. 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 ofthe other provinces of Canada. We currently have the following material whollyowned subsidiaries: For more information: You can find more information about First Mining on SEDAR(www.sedar.com), and on our website (www.firstmininggold.com). See our most recent management proxy circular dated May 20, 2021for additional information, including how our directors and officersare compensated, principal holders of our securities, and securitiesauthorized for issuance under our equity compensation plans. See our audited consolidated annual financial statements andmanagement’s discussion and analysis for the financial year endedDecember 31, 2021 for additional financial information. ·Gold Canyon Resources Inc., a company incorporated under the BCBCA. ·Cameron Gold Operations Ltd., a company incorporated under the OBCA. ·Coastal Gold Corp., a company incorporated under the OBCA. In addition, we own a 30% interest in PC Gold Inc., a joint venture company incorporated under the BusinessCorporations Act (Ontario), which owns the Pickle Crow Project. We also own a 25.3% interest in Beattie GoldMines Ltd., a company incorporated under the Business Corporations Act (Ontario), which owns mineral rightsto mining claims that form part of the Duparquet Gold Project located in Québec. Page 27 Our projects We have interests in mineral properties located in Canada and the United States. As at December 31, 2021, these properties were carried on our balance sheet as assets with a total bookvalue of approximately $170 million. The book value consists of acquisition costs plus cumulative expenditures on properties for which the Company has future exploration plans. Thecurrent 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 ofpurchase. The book value is also not necessarily the fair market value of the properties. Our material and nonmaterial projects as of the date of this AIF are set out below. Material projects ·Springpole Project (Ontario)p. 29 ·Cameron Project (Ontario)p. 55 Nonmaterial projects ·Canadap. 66 ·United Statesp. 69 Page 28 Material Properties Springpole Technical report The description in this section of the Springpole Project is based on the project’s technical report: NI 43101 Technical Report and PreFeasibility Study on the Springpole GoldProject, 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 NI43101 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. CameronMcCarthy, 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 43101. The following description hasbeen prepared under the supervision of Hazel Mullin, P.Geo., who is a Qualified Person within the meaning of NI 43101, but is not independent of us. All currencies used in thissummary 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, exceptas 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 of the Springpole Technical Report 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 tentbased campsituated on a small land bridge between Springpole Lake and Birch Lake. The latitude and longitude coordinates are: ·LatitudeN51° 23ʹ 44.3ʺ ·LongitudeW92° 17ʹ 37.4ʺ The Universal Transverse Mercator map projection based on the World Geodetic System 1984 zone 15N is: ·Easting549,183 ·Northing5,693,578 ·Average Elevation395 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 fromRed 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 theextension 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. Duringbreakup in spring and freezeup in fall, access to the Springpole Project is by helicopter. Additional winter access may be available via temporary airstrips cleared on nearby frozen lakes. Page 29 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 SpringpoleProject 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 ofapproximately 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 intothe 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 miningleases. 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 since2015 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 had 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 couldhave been satisfied by the issuance of common shares of First Mining (“First Mining Shares”) to the leaseholder. First Mining elected not to exercise Purchase Option 1. ·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 besatisfied by the issuance of First Mining Shares to the leaseholder. ·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 theleaseholder, 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, lessUS$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 21year term of the lease shallautomatically 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 topurchase 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 shallautomatically 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 irrevocableoption 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. Page 30 ·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 miningclaims 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, PurchaseOption 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 atopup 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 amountspreviously paid in connection with the various purchase options). This topup 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 (20212031), and US$120,000/year (2031 – 2041), and all such advance royalty payments shall be deducted from any future NSR payments made to theleaseholder. 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 itsinterest 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 extendedfor successive fiveyear 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 optionperiod. 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 acondition 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 thecommencement 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 acquirethe cabin on the property for the lesser of fair market value or US$20,000. 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 ofthe 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 ofUS$33,000/year (2010 – 2011), US$50,000/year (2011 – 2016), US$60,000/year (2016 – 2021), US$100,000/year (20212031), and US$120,000/year (2031 – 2041). We have a right toacquire up to 2% of the NSR for US$1,000,000 per 1% (the “BuyBack Right”). In the event that any of Purchase Options 1 to 5 are exercised, or the Mandatory Purchase Right isexercised, the leaseholder would still retain a 3% NSR on the claims, unless the foregoing BuyBack Right had already been exercised; Page 31 ·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 commercialproduction 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 miningclaim 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 needto 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 threetranches 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 paidat closing, and the second tranche was paid in January 2021 following the announcement by First Mining of the results of the Springpole PFS), consisting of an aggregate ofUS$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 incash 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 theSpringpole 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 averagespot 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 torepurchase 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 futuresilver stream financings related to the Springpole Project. 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 wascompleted 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 30.5m 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 mechanicalstripping was carried out and four petrographic reports were produced. Page 32 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 witheighteen core holes totalling 5,993 m. The majority of the drilling was conducted on the Portage zone. At the same time, a sevencore hole drill program was completed around the eastmargins of Springpole Lake and lakebottom 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 and1996 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% ofthe 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 followup targets that were tested in1999 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 furtherinvestigate 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 relogged and resampled a portion of the historic drill core stored at the project site and temporary tent camp. Atotal of 115 drillholes were relogged which equates to approximately 31% of the available drillholes. In the winter of 2010, a total of six diamond drillholes 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 drillingwas 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 infilling 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 drillholes totaling 5,394.5 m, and 18 Vibracore holes totaling 720.8 m. In the winter of 2013, seven inclined diamond drillholes were drilled totaling 2,401.5 m. These holes were drilled to explore for additional mineralization outside the proposed pit wall andto obtain further structural and geotechnical data around the proposed openpit area. In June and July 2013, 17 diamond drillholes 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 andsampling techniques for the very soft material and the use of Vibracore equipment to penetrate and sample the more competent sediments/rocks. Page 33 In 2013, Gold Canyon commissioned SRK Consulting (Canada) Inc. (“SRK”) to supervise the 2013 geotechnical and structural/geological program and to complete a preliminaryeconomic 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 shortholes were drilled totaling 243 m. In 2020, three diamond drillholes 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 drillholes 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 tenholes which targeted the pit wall were also utilized to collect hydrogeological data. Geological setting, mineralization and deposit types The Springpole Project is located within the Archeanaged BirchUchi Greenstone Belt. Studies of the southern part of the BirchUchi greenstone belt have revealed a long, multistagehistory of crustal development. Based on mapping, lithogeochemistry, and radiometric dating, the supracrustal rocks of the greenstone belt were subdivided into three stratigraphicgroupscale units (listed in decreasing age): the Balmer, Woman and Confederation assemblages. This threepart subdivision was applied to most of the Uchi Subprovince. TheConfederation assemblage is thought to be a continental margin (Andeantype) arc succession, versus the less certain tectonostratigraphic context of the other assemblages. Somerelatively small conglomeratic units likely form a synorogenic, discontinuously distributed, postConfederation assemblage in the BirchUchi greenstone belt. The northern margin of the BirchUchi greenstone belt forms a pattern of subregional scale cusps of supracrustal strata alternating with batholiths. Basaltic units are prominent aroundthe 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 Confederationassemblage 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 isbelieved 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 Portagezone. Early intrusive phases consist of megacrystic feldspar phenocrysts of albite and orthoclase feldspar in an aphanitic groundmass. Successive phases show progressively finergrained 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 thetrachyte or syeniteporphyry intrusive system. Page 34 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 theairborne magnetic survey, shows that potentially economic gold mineralization is coincident with an unexplained geophysical anomaly. This style of mineralization is characterized by thePortage 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 faultinghave 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 anouter 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 alterationcharacterized by biotite and Kfeldspar. Mineralization at the Springpole Gold Project is dominated by large tonnage, low grade, disseminated porphyrystyle or epithermalstyle gold mineralization associated with theemplacement of an alkali trachyte intrusion. Textures observed in the extensive repository of drill core appear to confirm that the disseminated goldsilversulphide mineralization, themesothermal to epithermal lode vein gold mineralization, and the banded ironformation hosted gold mineralization are all the result of the emplacement of multiple phases of trachyteporphyry and associated diatreme breccias, hydrothermal breccias, dikes and sills. Exploration During the winter of 2019 – 2020, we initiated a program of core resampling. A total of 8,358 samples were collected for total sulphur assays, along with 611 samples collected for bulkdensity determination. We conducted several field programs throughout 2020, with the primary purpose of collecting additional data to advance the metallurgical, geotechnical, hydrogeological, andenvironmental studies at the Springpole Project through PFSlevel and beyond. Diamond drilling was undertaken to collect samples for metallurgical and geotechnical test work. Inaddition, 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 commenced in 2020 and was completed in 2021. Additional mapping and sampling of nearby trachyte outcropswas completed during the summer of 2020 and further exploration on these areas and other potential targets outside of the main resource area continued in 2021. 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 diamondcore 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 andmineralized 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. Duringthe summer and fall of 2010, an additional 23 diamond drillholes 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 ofpreviously drilled holes. The 2012 drill program began infilling the Portage zone based upon results of the 2011 drill program. The goal was to infill areas where Inferred Mineral Resources had been defined inthe 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. Page 35 During 2013, Gold Canyon drilled 24 drillholes 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 theseven holes. Three of the drillholes encountered multiple zones of mineralization. In June and July 2013, 17 diamond drillholes totalling 2,993 m were drilled from barges on SpringpoleLake. 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 lakebottom 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 silvermineralization. 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 thefour holes (PMDH01 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 shortholes were drilled totalling 243 m. In 2020, three diamond drillholes 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 drillholes 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 tenholes which targeted the pit wall were also utilized to collect hydrogeological data. 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 Ontarioand American Institute of Professional Geologists. The core logging was carried out onsite in a dedicated core logging facility. Drill log data from drill programs up to 2016 wererecorded 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 importeddirectly 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 recordedquantitative and qualitative engineering data including detailed recovery data and rock quality designation. Any discrepancies between marker blocks and measured core length wereaddressed 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 2012drilling 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. Samplesover 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 markswere 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 laboratoryduplicates. Field duplicates were collected by quartering the core in the sampling facility onsite. Laboratory duplicates were collected by splitting the first coarse reject and crushing andthen 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 laboratoryduplicate, or standard, and a sample tag was stapled into the core box within the sample stream. Page 36 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 ofalteration, sulphide percentage, rock colour, vein type, and veining density. A separate column was reserved for written notes on lithology, mineralization, structure, veinorientations/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 onsite geologists, and quality control was maintained throughregular verification by onsite geologists. Core was broken, as necessary, into manageable lengths. Pieces were removed from the box without disturbing the sample tags, were cut in halflengthwise 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 whilethe 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 seniorgeologist/project manager for review and were archived. Data were backed up. 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 inthe sample tag booklets used by the corelogging geologists. The numbered, blank portion of the triplicate sample tag was placed in the bag with the sample; the portion that was markedwith 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 samplewith 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 samplebags 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 numbersequence 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 shippingmanifest 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 email 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 besubmitted. 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 analyticallaboratory 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 onpallets and then moved to onsite 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 thecore 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 wasperformed 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 companygeologists. All onsite sampling activities were directly supervised by the project manager or geologist. Page 37 All gold assay work since the 2010 drill program has been performed by SGS Laboratories in Red Lake, Ontario. Silver and multielement assays for the Gold Canyon drill programs wereperformed 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 conformto requirements CANP1579 and CANP4E (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. Thissystem utilizes bar coding and scanning technology that provides complete chain of custody records for every stage in the sample preparation and analytical process. 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 (200mesh). 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 materialbetween sample preparation batches and, where necessary, between highly mineralized samples. Sample preparation stations were also equipped with dust extraction systems to reducethe risk of sample contamination. Once the gold assay was complete, a pulp was sent to the SGS Toronto facility for silver and possibly for multielement 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, andeight duplicate samples. In the event that any reference material or duplicate result would fall outside the established control limits, the sample batches would be reassayed. 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 reanalyzed with a gravimetric finish. Prepared pulp samples shipped from SGS Red Lake to SGS Toronto were analyzed for silver by threeacid 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 Page 38 A total of 18 drillholes 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 ofThunder 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 datawere 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 reassay results against the original SGSresults for 469 samples. SGS conducted their own program of internal duplicate analysis as well. 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 forevery 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 duplicatesfrom 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 theoriginal 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 highergrade intervals or very lowgrade intervals in proximityto highergrade 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 SP10028 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 certificateof 9.00 g/t gold. ·The gold value of sample interval SP11076 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. Page 39 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, andverified the assay database against original assay certificates provided directly to SRK by SGS Red Lake, the assay laboratory. A total of 53,431 gold assays, 46% of the assay data, werechecked against original assay certificates. No significant database errors were identified. About 143 minor rounding errors were observed. None of the rounding errors are deemedmaterial or of any significance to the Mineral Resource estimate presented in the report. 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: YearLaboratoryTestwork Performed1989Lakefield Research, Lakefield; LR3657Whole ore leach cyanide leach and CIL2011SGS Mineral Services, Vancouver; 50138001Whole ore cyanide leach2013SGS Mineral Services, Lakefield; 13152001Whole ore cyanide leachFlotation and concentrate regrind leach2013Process Mineralogical Consulting Ltd; Oct201305Mineralogical analysis of two grab samples2017Base Met Labs, Kamloops; BL0161Comminution testingMineralogical assessment – BMA, TMSWhole ore leachRougher flotation and concentrate regrind leachViscosity2018ALS Metallurgy, Kamloops; 180107Whole ore cyanide leachFlotation: Concentrate regrind leach and tail leach2018Jacobs Engineering Group, Lakeland FloridaReverse flotation to float off midsize mica to reduce comminution requirement2018Eriez Flotation Division, Erie PennsylvaniaHydraulic classification to remove multiple size fractions of micas to reduce comminutionrequirement – 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 ofcomminution, flotation, and leach tests; cyanide detoxification, rheology, and solid/liquid separation. Testwork was conducted by SGS Lakefield, Canada in two phases: Phase 1 usedavailable 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 rangeof 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 studiesindicated 5 to 12% of the gold is submicroscopic; 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 tellurideminerals exist in the microscopic size range, with petzite the most dominant. Gold and electrum occur in minor amounts. Page 40 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 to67 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 18kWh/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 recommendedflowsheet for this study is flotation with concentrate/tailings leaching. 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 tellurideminerals. 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 attributableto 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 thesame drilling program). High mass pull was observed in these samples. A cleaning stage reduced the mass pull reporting to concentrate regrind. Flotation recoveries to cleanerconcentrate 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 acceptablegold 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 wereobserved 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 52to 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 gradesof 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 theprocess. 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 theprocess 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 highrate thickening followed by pressing and drying using aconventional 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 haveminimal 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 mudadditives on flotation mass pull with the objective of reducing flotation circuit size and regrind power requirements; (iii) further optimize concentrate leach reagents and considerreductions 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 CIPcircuit); (iv) optimize combined tails residual cyanide levels and aim to reduce cyanide detoxification retention time; and (v) conduct a full Feasibility Study metallurgical testworkprogram incorporating variability and production composite testwork (this includes dewatering/filtering tests on the final tailings material). Page 41 Mineral resource estimates There are 662 drillholes in the Springpole Project database that were provided to SRK.. The Mineral Resource estimate for the Springpole Project utilizes results from 404 core boreholesdrilled 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. Toestablish 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, andgeneral and administrative (“G&A”) costs estimated at $1.00/t. A cutoff grade (“COG”) of 0.3 g/t Au was calculated and is considered to be an economically reasonable valuecorresponding 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. CategoryQuantityGradeMetalAuAgAuAg(Mt)(g/t)(g/t)(Moz)(Moz)Open PitIndicated1510.945.04.624.3Inferred160.542.80.31.4 Note: This Mineral Resource estimate is as of July 30, 2020. 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 natureand 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 iffurther 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 Inferredmaterial 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% ofcontained gold. 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 mineplan. Indicated Mineral Resources in the mine plan were converted directly to Probable Mineral Reserves. There are currently no Measured Mineral Resource estimates and thereforethere are no Proven Mineral Reserves. The total Mineral Reserves for the Springpole Project are shown in the table below. Page 42 CategoryTonnesGradeContained Ounces (Mt) Au (g/t)Ag (g/t)Au (Moz)Ag (Moz)Proven0.00.000.000.000.0Probable121.60.975.233.8020.5Total121.60.975.233.8020.5 *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 underthe supervision of Gordon Zurowski, P.Eng of AGP, who is a Qualified Person as defined under NI 43101. Mineral Reserves are stated within the final design pit based on aUS$878/ounce gold price pit shell with a US$1,350 /ounce gold price for revenue. The equivalent cutoff grade was 0.34 g/t Au for all pit phases. The mining cost averaged $2.75/tonnemined, 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 rateassumption 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, orother 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 fordevelopment 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 normalpermitting 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 lifeofmine (“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 preproduction period. This quarry would be used to construct mine infrastructure including haulroads, cofferdams and to meet site fill requirements for other infrastructure. The mill feed cutoff used is 0.40 g/t Au. During the mine operation material would be stockpiled to optimize the plant feed grade and defer lowergrade material until later in the mineschedule. 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). 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 preproduction stripping. The first two years of preproduction strippingare 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 themine life which the stockpiling strategy accomplishes. The pits will be built on 12 m benches with safety berms placed every 24 m. Interramp angles vary from 39 to 54° in rock depending upon the wall orientation. Overburden will use a 30°interramp 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 maximum10% 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. Page 43 The main fleet will consist of three 251 mm rotary drills, two 36 m3 electric hydraulic shovels and one 23 m3 frontend loader. The truck fleet will total seventeen 240 t trucks at the peakof 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 frontend loader (13 m3) will be stationed at the primary crusher. In the preproduction 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 ofwork, 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 advancedsufficiently 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 inoperation 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, dumpingthe 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. Nonacid generating (“NAG”) material will be used for the outer berms while potentially acid generating material will be comingledwith 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,resloping 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 theWSF (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 inpit 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%. Thecrusher 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 plantwill 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. Thecrushed ore will be ground by a SAG mill, followed by a closed circuit of a ball mill with a hydrocyclone cluster. The hydrocyclone overflow with P80 of 150 mesh (106 µm) will flow to athreestage flotation circuit including rougher flotation, rougher scavenger flotation, and cleaner flotation. Flotation tailings will report to the tailings leaching and CIP circuit. Flotationconcentrate 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 thenrecovered by electrowinning in the gold room. The goldsilver 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 reactivated 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 thickenerand pressure filter. Filter cakes will be hauled to the WSF for disposal. Page 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 rawwaterstorage tank. Potable water will be sourced from the rawwater tank and treated in a potable water treatment plant. Gland water will be supplied from the rawwater tank. Process water willprimarily 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. 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 baydewatering; site main access roads, administrative access roads and maintenance roads, site main gate and guard house; administration and dry building, construction and permanentcamp accommodations; process plant eroom; crushing area eroom; control room; reagent storage building; gold room; assay laboratory and sample preparation area; plant workshopand 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 kVunderground 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 theproject 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 thesoutheast. 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 mediumvoltage motors or drives will be supplied in 4.16 kV. Page 45 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 therockfill 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 storeapproximately 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 NAGwaste rock generated from open pit mining. Surface water runoff from the facility will be removed and stored in a contact water management pond (CWMP), to be located south of theWSF, to limit infiltration of water into the waste materials following placement. An engineered cover is conservatively considered in closure, to promote surface runoff 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 studiesare primarily focused on characterizing biological and physical components of the aquatic and terrestrial environments that may be impacted by and may interact with the proposedSpringpole 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 anapproximate 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 offsettingmeasures that will help to mitigate any short or longterm 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, historicresources, 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 alsodevelop an environmental, health and safety (“EHS”) management system to address the EHS needs of the Springpole Project based on the results of the Environmental ImpactStatement. 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 Projectunder the Canadian Environmental Assessment Act (2012) (“CEAA”). We have also entered into a voluntary agreement with the Ontario Ministry of Environment, Conservation andParks 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 voluntaryagreement 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) Page 46 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, thefollowing: ·Canadian Environmental Protection Act, SC 1999·Migratory Birds Convention Act, SC 1994, c22·Explosives Act, RSC 1985, C. E17·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) 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 berequired: ·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) The federal government identified Cat Lake First Nation, Slate Falls First Nation, Lac Seul First Nation, Wabauskang First Nation, Mishkeegogoamang Ojibway Nation, Ojibway Nationof 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 theSpringpole 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 SharedTerritory Protocol Nations (“STPN”). In February 2018, we entered into a Negotiation Protocol Agreement with the STPN and will continue information sharing and consultationthroughout 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 bediesel 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). Page 47 Labour costs are based on an owneroperated 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 tonnemoved. 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/tmoved). 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$0.79/t milled) over the LOM. The life of mine operating cost estimate for the Springpole Project is shown in the table below. Operating CostLife of Mine Cost (US$ M)Cost (US$/t Processed)Mining7936.52Processing1,32310.87G&A960.79TOTAL2,21218.18 Capital Costs The capital cost estimate has an accuracy of 20% / +30% (AACE Class 4). The estimate includes the cost to complete the design, procurement, construction, and commissioning of allthe identified facilities. The estimate was based on the traditional EPCM approach where the EPCM contractor would oversee the delivery of the completed project from detailedengineering and procurement to handover of a working facility. The estimate was derived from a several fundamental assumptions as indicated in process flow diagrams, general arrangements, mechanical equipment list, electrical equipment list,material take offs, electrical layouts, scope definition and a work breakdown structure. The estimate included all associated infrastructure as defined by the scope of work. The capital cost estimate for the Springpole Project is summarized in the table below. Cost TypeCost DescriptionProject Capital (US$ M)InitialSustainingTotalDirectMine144.551.3195.8Site Development21.021.0Process Plant296.74.2300.9Onsite Infrastructure38.438.4Offsite Infrastructure35.335.3Direct Subtotal535.955.5591.4IndirectIndirects47.947.9EPCM Services37.537.5Owner’s Costs16.116.1Indirect Subtotal101.4101.4ProvisionalContingency and Management Reserve80.980.9ClosureClosure Costs29.529.5Total718.385.0803.3 Page 48 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 pretax and posttax cash flows and sensitivities of the Springpole Project based on a 5% discount rate. It must be noted that taxestimates involve complex variables that can only be accurately calculated during operations and, as such, the aftertax results are approximations. A sensitivity analysis was performedto 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 analysishas 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 ·Canadian corporate income tax system consists of 15% federal income tax and 10% provincial income tax ·Ontario applies a mining tax rate of 10% ·total undiscounted tax payments are estimated to be US$720 M over the LOM The pretax 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 aftertax basis, the NPV discounted at 5% isUS$995 M; the IRR is 29.4%; and the payback period is 2.4 years. A summary of the project economics is shown in the following figure and table. Page 49 General UnitsLOM Total / Avg.Gold Price US$/oz1,600Silver Price US$/oz20.00FX $:US$0.75ProductionMine Life yr.11.3Mined Ore kt121,636Mined Waste kt287,532Strip Ratio w:o2.36Daily Throughput tpd30,000Total Mill Feed kt121,636Gold Mill Head Grade Au g/t0.97Mill Recovery Au %85.7%Total Payable Ounces Aukoz3,225Average Annual Payable Aukoz287Silver Mill Head Grade Ag g/t5.2Mill Recovery Ag %89.5Total Payable Ounces Agkoz18,117Average Annual Payable Agkoz1,610Operating CostMining – mined US$/t mined2.06Mining milled US$/t milled6.52Processing US$/t milled10.87G&A US$/t milled0.79Total US$/t milled18.18Capital Cost Initial Capex US$M718Sustaining Capex US$M55Closure Cost US$M29Operating Costs per Ounce Cash Costs (net) US$/oz618AISC (net) US$/oz645Cash Costs US$/oz AuEq673AISC US$/oz AuEq698PreTax Economics NPV (5%) US$M1,482IRR %36.4PostTax EconomicsNPV (5%) US$M995IRR %29.4Payback yr.2.4* Cash costs consist of mining costs, processing costs, minelevel G&A and refining charges and royalties. Please see "NonIFRS Financial Measures" at the beginning of this AIF.* AISC includes cash costs plus sustaining capital and closure costs. AISC is at a projectlevel and does not include an estimate of corporate G&A. Please see "NonIFRS FinancialMeasures" at the beginning of this AIF. Exploration, development and production As discussed above, during the winter of 2019 – 2020, we initiated a program of core resampling in order to quantify the sulphur content of the inpit material. A total of 8,358 sampleswere 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, andenvironmental studies at the Springpole Project through PFSlevel 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 multilevel piezometer installation. Page 50 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 overburdeninvestigation), hand auguring, NQsize 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 continued in 2021. Additional mapping and sampling of nearby trachyteoutcrops was completed during the summer months and further exploration on these areas and other potential targets outside of the main resource area continued in 2021. Recent developments Regional Land Consolidation During 2021, we significantly increased our land package in the immediate vicinity of the Springpole Project through various property purchases, option agreements and earninagreements (see the section in this AIF entitled “About First Mining – Threeyear history” for more details about these transactions). As a result, we now control approximately 74,000ha in the BirchUchi district (inclusive of the 41,943 ha described in the Springpole Technical Report as comprising the Springpole Project). The BirchUchi Greenstone Belt has been historically underexplored and has only seen a fraction of the exploration as the Red Lake and Pickle Lake belts. Exploration activity has beenincreasing in the area north and west of the Springpole Project over the past 18 months. There are several pastproducing gold mines in the region including: Argosy – 100,000 oz. at11.4 g/t Au; Uchi – 114,000 oz. at 4.7 g/t Au, and a number of smaller gold and base metal mines including the Jackson, Manion, HudsonPatricia, Bathurst and Sol d’Or mines, the latterof which produced gold in the 1930s at grades of 17.5 g/t Au. (Note: the aforementioned past production numbers and grades are historic in nature, have not been verified and are notnecessarily indicative of future results that could occur within the properties. These numbers are for historical reference only and should not be relied upon). As part of our 2021 regional consolidation efforts, we acquired the claims hosting the pastproducing highgrade Sol d’Or mine, we optioned the Vixen Properties (including the VixenNorth property, which has significant gold mineralization in surface samples and is located nearby the pastproducing Argosy mine and we optioned various other properties includingthe HighGrade Island prospect (where historical drilling intersected grades up to 245 g/t Au). The BirchUchi Greenstone Belt has been historically underexplored and has only seen a fraction of the exploration as the Red Lake and Pickle Lake belts. Exploration activity has beenincreasing in the area north and west of the Springpole Project over the past 18 months. There are several pastproducing gold mines in the region including: Argosy – 100,000 oz. at11.4 g/t Au; Uchi – 114,000 oz. at 4.7 g/t Au, and a number of smaller gold and base metal mines including the Jackson, Manion, HudsonPatricia, Bathurst and Sol d’Or mines, the latterof which produced gold in the 1930s at grades of 17.5 g/t Au. (Note: the aforementioned past production numbers and grades are historic in nature, have not been verified and are notnecessarily indicative of future results that could occur within the properties. These numbers are for historical reference only and should not be relied upon). The following map shows, in grey, all of the land we own (through our wholly‐owned subsidiary, Gold Canyon) that currently comprises the Springpole Project and surroundingarea, as well as all of the land in the immediate vicinity in respect of which we have entered into option or earn‐in agreements (these are reflected in various colours): Page 51 Once we have fulfilled all of our payment and expenditure obligations in the various option and earnin agreements, the “Optioned Properties” in the above map will be owned by us,thereby significantly increasing the size of the Springpole Project. Page 52 Technical Programs since the Springpole PFS Since the completion of the Springpole PFS in January 2021, First Mining has been engaged in a number of significant technical programs to further optimize the development plan forthe Springpole Project and to further define the project scope for the Environmental Assessment (“EA”) process and into the Feasibility Study (“FS”) process. These programs areongoing and include Feasibilitylevel metallurgical test work, reviewing opportunities to reduce the project’s greenhouse gas footprint (“GHG”), exploring renewable power generationopportunities, environmental data collection, and EA document preparation. Metallurgical Program The focus of the Feasibilitylevel metallurgical program that is currently underway is to confirm metallurgical information and the process design of the Springpole PFS and to exploreopportunities to enhance metal recoveries and reduce operating and capital costs for the Springpole Project by testing advanced flotation technologies, including the Woodgrove DirectFlotation Reactor. The metallurgical testing in 2021 took 2.4 tonnes of metallurgical samples collected from 10 drill holes to form three production composites that underwent advancedmetallurgical testing, as well as 10 variability composites. Initial results to date support the test work and assumptions that were used in the Springpole PFS and warrant a more detailedanalysis of simplifying the flotation flow sheet, compared to the one used in the Springpole PFS. Filtration test work is also underway to optimize the size of the filter plant that feeds the drystack tailings facility. There is a potential opportunity to reduce the size of the filter plantwhich may represent a potential decrease to the initial process plant capital cost, when compared to the Springpole PFS. More detailed analysis will be completed during the FS. First Mining will release the results from the metallurgical program when it is completed, which is expected to be in the second quarter of 2022. GHG Footprint Reduction – Electric Assist Haul Trucks Following the completion of the Springpole PFS, we completed an initial analysis of potential GHG emissions from the project and determined that opportunities exist to reduce GHGemissions by reducing diesel consumption associated with the haul trucks with the addition of trolley assist in various areas of the mine. Given that the Springpole Project is scoped tobe connected to the power grid, First Mining commissioned AGP to study the impacts and benefits of a number of electric haul assist technologies. More detailed analysis is warrantedand will be carried out during the FS. Renewable Power Generation Opportunities We commissioned SLR Consulting Inc. (“SLR”) to complete an initial scoping study of the opportunities to incorporate renewable power generation into the project development plan atthe Springpole Project. The Springpole area is endowed with potentially economic wind and solar resources, as well as a significant biomass opportunity which has been previouslystudied for the region. The SLR study concluded that wind and solar were both viable potential supplemental power sources for the project that warrant further study. In furtherance ofthis, First Mining has commenced sitespecific, investment grade data collection for wind resources and will explore opportunities with the local communities to better understandavenues for partnership in a potential renewable power development. Page 53 Environmental Data Collection The 2021 environmental field work activities involved a comprehensive program to supplement the baseline data that had been collected over several previous years. The studiescovered a broad range of disciplines across the biological, physical and human environments including air quality, noise, surface water, groundwater, geochemistry, aquatic biology,terrestrial vegetation and wildlife, archaeology, and cultural heritage. Two air quality monitoring stations near the Project site have been established to gather continuous samples, andnoise levels were measured at two monitoring locations under “leaveson” and “leavesoff” conditions. Surface water studies included monthly surface water quality sampling at 25 locations, flow measurements at six locations, and lake level measurements at eight locations. Hydrogeological testing was conducted to improve the understanding of groundwater movement in the area and groundwater quality samples were collected at 11 monitoring wells. Thegeochemical characterization program included static and kinetic testing of mine rock and tailings as well as static testing of aggregate and overburden. An aerial survey was undertakenearly in the year to study Boreal Caribou and other ungulates and furbearers. Other key wildlife and habitat studies included bird and bat surveys as well as vegetation community and wetland mapping. Extensive aquatic studies were undertaken including fishcommunity and habitat assessments, fish tissue sampling, as well as plankton and benthic invertebrate studies. A Stage 2 Archaeological Assessment for the mine site area and culturalheritage information gathering and evaluation were also completed in 2021. The information collected will inform the EA and First Mining will continue to collect data on the existingenvironment in 2022 to support future permitting. Environmental Assessment Preparation Following a successful environmental field season and the approval of the Provincial EA Terms of Reference on November 8, 2021, Wood plc, on behalf of First Mining, has undertakentechnical modelling to inform the EA documentation covering key areas of the environment at Springpole, including geochemistry, groundwater quantity and quality, surface waterquality, hydrology, air quality, noise and vibration, and terrestrial components. The technical work is being documented and will be presented in a draft EA that will be publiclydisclosed and available for review when completed. Key Catalysts for Springpole Project Development in 2022 First Mining is anticipating a number of important project advancements in 2022, including: ·commencing of the FS process; ·releasing the results of the updated metallurgical studies (expected to occur in the second quarter of 2022); ·receiving the results of other process optimization tradeoff studies and including the results of these studies in the FS; and ·completing and submitting the Draft Environmental Assessment. Page 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 43101 under thesupervision of Mark Drabble, B. App. Sci. (Geology), MAIG, MAusIMM; and Kahan Cervoj, B. App. Sci (Geology), MAIG, MAusIMM; each Qualified Persons within the meaning of NI43101. The following description has been prepared under the supervision of Hazel Mullin, P.Geo., who is a Qualified Person within the meaning of NI 43101, but is not independent ofus. 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 understandthe project. You can download a copy of the Cameron Gold Technical Report from our SEDAR profile (www.sedar.com), or from our website (www.firstmininggold.com). Project description, location and access The Cameron Project is whollyowned by us through our whollyowned subsidiary, Cameron “Gold”. The Cameron Project comprises 1,789 mining claims, 24 patented claims, sevenlicences 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, BrooksLake, 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 theDubenski and Dogpaw deposits). The Cameron Gold Technical Report covers only the Cameron Deposit and Mineral Resource Estimate within the broader Cameron Project. TheCameron 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 areSioux Narrows and Nestor Falls, 30 km and 25 km away respectively. The Cameron Project is on unsurveyed crown lands accessed by sealed and allweather gravel roads. From Kenoravia 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. 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; Page 55 ·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 preexisting royalties. We have the right to repurchase 0.5% of the NSRfor $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 perboundary 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 further21 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 andground 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, therewere 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 bulksampling, diamond drilling and rock chip sampling completed. The excavated material was placed on surface at site in three separate stockpiles: one for unmineralized accessdevelopment material, one for “lowgrade” mineralized material; and one for “mineralized” material. The unmineralized stockpile has been used from time to time for access roadmaintenance. The mineralized material stockpiles have been surveyed and sampled for the purpose of reconciliation against depletion calculations but no estimate has been prepared thatwould permit inclusion of the material in a disclosure of resources. 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 ·142line km of PoleDipole 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 baseof till over an area of about 900 m x 600 m. ·Excavation of 94 pits in 2013 on goldintill anomalies. Page 56 ·Outcrop mapping and prospecting ·Heliborne magnetics and Versatile Timedomain Electromagnetic (VTEM) over the western portion of the project in 2014. A total of 1457 line km of VTEM was flown at 200m 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 steeplyto the northeast. In the southeastern part of the deposit where the greatest amount of gold has been delineated, the shear zone forms the contact between the mafic volcanic rocks anddiabase/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 thenortheast within and adjacent to the shear zone. Gold is associated with disseminated pyrite with high sulphide concentration generally corresponding with higher gold grade. Visiblegold is rare. The mineralization is open at depth and along strike to the northwest with potential to expand the Mineral Resource in these directions. 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 characteristicsatypical 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 lithologicalvariations); ·relatively minor amounts of auriferous quartz‐carbonate vein material comprising the mineralization, which is likely temporally‐late compared to the disseminated sulphidereplacement 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”) from1960 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 Limitedfrom 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”) from2010 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 forgeochemical anomalism associated with gold mineralisation. Page 57 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 mid1980s 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, 457underground 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 1989and 1990. 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, transportationand 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. Theselection 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 mintervals 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 Coventrynotified 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 JonesSplitter) 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. Thecoarse 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 AssayGravimetric’. 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 fireclay 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 moltenslag (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 whichabsorbs 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 weighedgravimetrically on a microbalance. The detection limits are 0.03 ppm Au (lower) and 10,000 ppm Au (upper). Page 58 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, boxnumber 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 sealedwith 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 takento ActLabs in Thunder Bay or to the ActLabs sample preparation facility in Dryden before being transferred to Thunder Bay for analysis. 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. Thecore 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 usinga 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 thecalico 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 sealedwith 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 inThunder 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 onetable 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/QCresults. 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 informationwas available, Coventry undertook a re‐sampling program in order to establish confidence in the assay results. The Coventry re‐sampling programme targeted mineralization in andaround the underground development. Remaining core was quartered either using a core saw or manually (depending on core condition) over the same sample intervals as currentlyrecorded 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 samplepreparation 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. Thecomparison 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 the101 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 duplicatesamples 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/tAu. 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. InOptiro’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 opinionprovide 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 coreneeds 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 Coventryresample programme further, Optiro considers these results to be adequate for resource estimation. Page 59 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. Thisrepresents a failure rate of less than 2%. Optiro considers these results to be adequate for resource estimation. 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 standarddeviations 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. incorrectstandard 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 actualstandard ID might be. Optiro does not know whether Coventry resubmitted all failed batches for reanalysis. 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 intoaccount, 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 wereconsidered 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 CRMstandards 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 moderatecorrelation 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 orhigh 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 representativeof 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 largeenough 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 ofdrilling. 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 duplicatesample when dealing with gold mineralisation. As previously stated, taking into account consideration for differing sample volumes (i.e. half core versus quarter core), Optiro considersthese results to be adequate for resource estimation. Page 60 In 2014, Chalice undertook a resampling program to provide additional confidence in the underlying drillhole sample assays results used for Mineral Resource estimation. The samplesselected 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 coarserejects 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 positionof 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 originalStandard (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% lowerthan 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 blankssubmitted as part of the 2015 resampling programs based on the coding in the provided database. 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 agood measure of the sample preparation process and acceptable for resource estimation. Page 61 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 CRMstandards 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 sampleswaps (i.e. incorrect standard labelling or blanks labelled as a standard). In this program, Chalice did not resubmit failed batches for reanalysis but Optiro recommends implementationof 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 isrecommended. 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 duplicatesdemonstrate 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) withbarren 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 gradewith 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 orhigh 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 representativeof 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 largeenough 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 beacceptable 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 coordinates verified by GPS check of randomly selected drillhole coordinates; ·Downhole survey deviation compared on an random selection of drillholes; ·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. Page 62 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 acceptablefor 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. Multielement geochemical assays of the samplesfrom 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 directcyanidation of samples ground to 75 μm. The results also showed that the recoveries were grind sensitive with maximum recoveries at a P80 grind size in the range 53 to 75 μm. Analternative processing regime of sulphide flotation (mainly pyrite), regrind of flotation concentrate followed by intensive cyanidation of flotation concentrate and flotation tailingsprovided gold recoveries marginally higher than direct cyanidation. At a grind size of 75 μm 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 doleritebasalt 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 2014showed that cyanide in leach processing at a P80 of 75 μm 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 ondirect 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 asignificant effect on potential mineral extraction in metallurgical test work completed to date. 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 modelthat 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 cutoff grade forlow 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 theseparation defined by a set of northwest (grid) striking quartz feldspar porphyry (“QFP”) dykes. The southern domain is the most strongly mineralized. The stronger mineralization isattributed to being dominantly mafic hosted with an inflection point in the Cameron Lake Shear Zone and resultant dilation zone defined by northsouth striking hangingwall andfootwall QFP dykes. Block grade estimation parameters have been defined on the basis of geology, drillhole spacing and through geostatistical analysis of the data. Topcut 1.0 metre composite samplesinformed 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 thedeposit type. Subcelling 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. Page 63 The Mineral Resource estimates have been classified by the geological understanding, data spacing, block proximity to sample locations, underground development and confidence inthe 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 ofMining, Metallurgy and Petroleum 2014 Definition Standards. The Mineral Resources have been reported using the constraints and cutoff grades specified in the tabulations below. The Mineral Resource is tabulated in Table A for Measured andIndicated 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 OpenPit Constraint Gold cutoff(Au g/t) Tonnes Gold g/t Gold(Ounces) Measured Mineral Resource Within US$1,350 openpit shell 0.55 2,670,000 2.66 228,000 Indicated Mineral Resource Within US$1,350 openpit shell 0.55 820,000 1.74 46,000 Measured + Indicated 3,490,000 2.45 274,000Mineral Resource ClassificationUnderground ConstraintGold cutoff(Au g/t)TonnesGold g/tGold(Ounces) Measured Mineral Resource Below US$1,350 openpit shell 2.00 690,000 3.09 69,000 Indicated Mineral Resource Below US$1,350 openpit shell 2.00 1,350,000 2.80 121,000 Measured + Indicated 2,040,000 2.90 190,000 TOTAL MEASURED + INDICATED 5,530,000 2.61 464,000 Page 64 Table B – Inferred Mineral Resource statement as at January 17, 2017 Mineral Resource ClassificationOpenPit ConstraintGold cutoff(Au g/t)TonnesGold g/tGold(Ounces) Inferred Mineral Resource Within US$1,350 openpit shell 0.55 35,000 2.45 3,000Mineral Resource ClassificationUnderground ConstraintGold cutoff(Au g/t)TonnesGold g/tGold(Ounces) Inferred Mineral Resource Below US$1,350 openpit shell 2.00 6,500,000 2.54 530,000 TOTAL INFERRED 6,535,000 2.54 533,000 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 andsampled 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 Cameronclaim 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 theDubenski 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 contiguousblock 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 forthe Cameron Project is now comprised of 2,001 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 FirstMining 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 existingMineral Resource estimate that was prepared in accordance with NI 43101 and they encompass a highly favourable geological setting for new gold discoveries in close proximity to theexisting known deposits at First Mining’s Cameron and West Cedartree properties. On July 28, 2021, First Mining announced it entered into a Mineral Exploration Agreement with Animakee Wa Zhing #37 First Nation in relation to the Cameron Gold Project. Theagreement sets forth a protocol for communication and engagement between the parties in relation to the Company’s planned activities at the Cameron Gold Project. First Mining intendsto undertake exploration activities at the Cameron Gold Project and to advanced such activities in accordance with industrystandard best practices. First Mining plans to utilize existingdrill and logging roads and trails where possible to minimize the environmental impact of its exploration activities. The Company is targeting regional prospects and is planning a 4,000 mdiamond drill program that will consist of 36 drillholes. The 2021 regional prospects included Dubenski, Dogpaw, East Cedar Tree, Angel Hill, and Robertson, and the 2022 program willfocus on potential underground exploration at the Cameron Lake Deposit. On July 28, 2021, First Mining announced it entered into a Mineral Exploration Agreement with Animakee Wa Zhing #37 First Nation in relation to the Cameron Gold Project. Theagreement sets forth a protocol for communication and engagement between the parties in relation to the Company's planned activities at the Cameron Gold Project. First Mining intends to undertake exploration activities at the Cameron Gold Project and to advance such activities in accordance with industrystandard best practices. First Miningplans to utilize existing drill and logging roads and trails where possible to minimize the environmental impact of its exploration activities. The Company is targeting regional prospectsincluding Dubenski, Dogpaw, East Cedar Tree, Angel Hill, and Robertson, and is planning a diamond drilling program that will consist of 36 drillholes totalling approximately 4,100 m, forwhich an exploration permit application has been submitted and is currently under review. Page 65 Nonmaterial properties We also hold a number of nonmaterial mineral properties in our portfolio. Some of these properties are resourcestage assets which have NI 43101 technical reports that supportresources 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 classifyresources under the CIM definition standards. A brief summary of some of these properties is set out in this section. Canada Pickle Crow Gold Project, Ontario We own a 30% interest in PC Gold, the joint venture company that owns the Pickle Crow Project. Our joint venture partner Auteco owns the remaining 70% of PC Gold, and is the currentoperator of the Pickle Crow Project. We also hold a 2% NSR on the Pickle Crow Project. For further information, see the section in this AIF entitled “Investor Information – Materialcontracts – Pickle Crow EarnIn Agreement”. The Pickle Crow Project hosts an Inferred Mineral Resource of 9.4 Mt grading 4.1 g/t Au and containing 1,230,500 oz. Au. The technical report in support of these resources, entitled “AnUpdated Mineral Resource Estimate for the Pickle Crow Property, Patricia Mining Division, Northwestern Ontario, Canada” and dated June 15, 2018, was prepared for us by MiconInternational Limited in accordance with NI 43101, and is available under our SEDAR profile at www.sedar.com. In 2020 and 2021, our joint venture partner Auteco completed an initial 45,000 m drill program at the Pickle Crow Project (the “Phase 1 Program”). On July 27, 2021, we announced thecommencement by Auteco of a second phase, 50,000 m drill program at the Pickle Crow Project (the “Phase 2 Program”, and together with the Phase 1 Program, the “Auteco Program”),and we announced the drill results of the Auteco Program to date. The Phase 1 Program was comprised of 166 diamond drillholes totalling 45,522 m and such holes focused exclusively on near mine extensions and mineralized structures outside of thecurrent resource area at the Pickle Crow Project. Drilling under the Phase 2 Program is being carried out on both nearmine and regional targets, and as of January 15, 2022, 95 diamonddrill holes totalling 42,000 m had been completed under such program. The initial focus of the Phase 2 program was on near mine discovery, extension and infill drilling, however,Auteco’s focus has now shifted to regional targeting, with three of the five currently active drill rigs testing targets outside of the current resource area. Mapping, outcrop sampling andthe acquisition of detail ground magnetics was also completed by Auteco on the regional tenure outside of the current resource area. Page 66 Recent Pickle Crow Drill Highlights The Phase 1 and Phase 2 Programs successfully intersected extensions to known mineralized structures, in addition to the discovery of previously undefined mineralization. Drillhighlights from the Auteco Program in 2021 include: ·New, shallow highgrade gold discovery (“Cary Discovery”) with drill results including: o5.8 m @ 16.2 g/t gold from 112.8 m in AUDD0158 New Structural Zone including 2.2 m @ 39.4 g/t o14.9 m @ 2.2 g/t gold from 28.7 m in AUDD0137 – New Structure o16.5 m @ 2.3 g/t gold from 160.6 m in AUDD0141 – New Structure o6.5 m @ 4.6 g/t gold from 86.5 m in AUDD0138 – New Structure o3.3 m @ 4.7 g/t gold from 54.3 m in AUDD0134 – New Structure ·Extension of known, highgrade gold mineralization in the Shaft 3 and Shaft 1 areas with drill results including: o4.9 m @ 7.5 g/t gold from 483.2 m in hole AUDD0152 – New Structure – Shaft 3 o3.3 m @ 8.0 g/t gold from 836.4 m in hole AUDD0166 – 80 m Extension Structure – Shaft 3 o6.5 m @ 6.6 g/t gold from 838.1 m in AUDD0166W1 – New Structure – Shaft 3 including 1.8 m @ 21.2 g/t o4.9 m @ 4.7 g/t gold from 514.1 m in AUDD0178 including 2.1 m @ 10.4 g/t – New Structure – Shaft 3 o1.0 m @ 14.1 g/t gold from 432.0 m in AUDD0179 – New Structure – Shaft 3 o1.3 m @ 21.4 g/t gold from 82.1 m in hole AUDD0128 – 80 m Extension Structure – Shaft 3 o0.6 m @ 42.9 g/t gold from 320.0 m in hole AUDD0128 – 80 m Extension Structure Shaft 3 o4.6 m @ 7.5 g/t gold from 183.5 m in hold AUDD0064 – 80 m Extension Structure – Shaft 1 ·Regional mapping and reconnaissance sampling yielded significant results, with outcropping veins at the Springer target returning rock chip results including: o145.7 g/t gold, 6.2 g/t gold, 5.7 g/t gold and 4.3 g/t gold Notes:·Assaying for the Auteco 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 gfire assay with gravimetric finish.·Reported widths are drilled core lengths; true widths are unknown at this time.·Cutoff grade of 1 g/t Au allowing for 1 m internal dilution. QA/QC Procedures The QA/QC program for the Auteco Program consists of the submission of duplicate samples and the insertion of certified reference materials (CRM), including low, medium and highgrade 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 one course duplicate,one quartersplit field duplicate, one CRM (altering between low, medium and high standards) and one blank. AGAT Laboratories, Auteco’s laboratory service provider, also undertakesits own internal QA/QC program to ensure proper sample preparation and equipment calibration. Hope Brook Gold Project, Newfoundland Pursuant to the Hope Brook EarnIn Agreement, Big Ridge is the current operator of the Hope Brook Project and they have a right to earnin to an 80% interest in the project over a fiveyear period. Page 67 The Hope Brook Project covers an area of 26,650 ha in Newfoundland, including six mineral licenses, with a deposit hosted by pyritic silicified zones occurring within a deformed, strikeextensive advanced argillic alteration zone. Substantial infrastructure at the property includes a ramp to 350 m below surface with vent raise, linepower to site, commercial barge andlanding craft ramp, air strip, and a strong local labour force. The project was a former operating gold mine that produced 752,163 oz. Au from 1987 to 1997. The Hope Brook Project hosts: (i) an Indicated Mineral Resource of 5.5 Mt grading 4.77 g/t Au and containing 844,000 oz. Au, and (ii) an Inferred Mineral Resource of 0.8 Mt grading 4.11g/t Au and containing 110,000 oz. Au. The resource at the project covers 1.5 km of an 8 km mineralized structure. The technical report in support of these resources, entitled “2015Mineral Resource Estimate Technical Report for the Hope Brook Gold Project, Newfoundland and Labrador, Canada (effective date January 12, 2015, report date November 20, 2015),was prepared for us by Mercator Geological Services in accordance with NI 43101 under the supervision of Michael P Cullen, and is available under our SEDAR profile atwww.sedar.com. On June 8, 2021, Big Ridge filed an updated technical report for the Hope Brook Project under their SEDAR profile at www.sedar.com. 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. TheAbitibi 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 majorCanadian mines. The property, which comprises 84 contiguous mining claims, covers an area of 2,364 ha and is situated along the DestorPorcupine Break, which boasts historical production of192 million oz. Au. It is approximately 30 km northwest of the city of RouynNoranda, and approximately 16 km east of the town of Duparquet, so it has excellent access to infrastructureand a skilled labour pool. The Duquesne Project hosts: (i) an Indicated Mineral Resource of 1.9 Mt grading 3.33 g/t Au and containing 199,161 oz. Au, and (ii) an Inferred Mineral Resource of 1.6 Mt grading 5.58g/t Au and containing 280,643 oz. Au. A technical report in support of these Mineral Resources, entitled “43101 Technical Report Resource Estimate of the Duquesne Gold Property”,was prepared by Genivar Limited Partnership in accordance with NI 43101 and was dated July 26, 2011 and filed on SEDAR by Clifton Star on October 28, 2011 under its SEDAR profile. On May 25, 2016, the technical report was reissued in First Mining’s name by WSP Canada Inc. 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 14contiguous mineral claims, covers an area of 492 ha. The Pitt Project is contiguous to our Duquesne Project, and close to the Duparquet Gold Project located in the Abitibi Region of Québec (in which we hold an indirect 10% interest). It isapproximately 35 km north of the city of RouynNoranda, and approximately 7 km east of the town of Duparquet, so it has excellent access to infrastructure and a skilled labour pool. Page 68 The Pitt Project hosts an NI 43101 Inferred Mineral Resource of 1.1 Mt grading 7.42 g/t Au and containing 257,000 oz. Au. The technical report in support of these resources, entitled“NI 43101 Technical Report and Review of the Preliminary Mineral Resource Estimate for the Pitt Gold Project Duparquet Township Abitibi Region, Quebec, Canada”, wasprepared in accordance with NI 43101 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 SEDARprofile at www.sedar.com. Duparquet Gold Project, Québec Through our acquisition of Clifton Star in 2016, we acquired a 10% equity interest in the shares of Beattie Gold Mines Ltd. (“Beattie”), 2699681 Canada Ltd., and 2588111 Manitoba Ltd.,three private companies which directly or indirectly own various mining concessions and surface rights that comprise the Duparquet Gold Project which has a large openpittableresource, as well as underground and tailings resource, and covers an area of 1,079 ha located in the Abitibi Region of Québec which is one of the world’s most prolific gold producingregions. The Duparquet Gold Project hosts: (i) Measured Mineral Resources of 184,700 tonnes grading 1.52 g/t Au and containing 9,006 oz. Au, (ii) Indicated Mineral Resources of 60.7 Mtgrading 1.59 g/t Au and containing 3.1 million oz. Au, and (iii) Inferred Mineral Resources of 29.7 Mt grading 1.51 g/t Au and containing 1.4 million oz. Au. A technical report (the “2014Duparquet PFS”) for the Duparquet Gold Project entitled “Technical Report and Prefeasibility Study for the Duparquet Project” and with an effective date of March 26, 2014, wascompleted by InnovExplo Inc. in accordance with NI 43101 and was filed on SEDAR by Clifton Star on May 23, 2014. The 2014 PFS for the Duparquet Gold Project includes preproduction capital costs of $394 million, a payback period of 4.3 years and pretax NPV5% of $222 million at US$1,300 per ounce of gold. Infrastructure includes site roads, access toelectrical power 15 km away, tailings storage facility and water management solutions and ancillary site buildings. The Duparquet Gold Project is currently comprised of four mineralproperties: Beattie, Donchester, Dumico and Central Duparquet. On February 8, 2022, we announced that we had acquired, from two individuals, an aggregate of 286,904 additional common shares of Beattie, thereby increasing our ownership interestin Beattie from 10% to 25.3% and as a result, increasing our overall ownership interest in the Duparquet Gold Project. The purchase price payable for these additional common shareswas comprised of a $1,272,824 cash payment and the issuance of 7,636,944 First Mining Shares. As well as our 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. Thisadditional ground comprises 16 claims covering 339 ha, and it is included in the 2014 Duparquet PFS. United States Turquoise Canyon, Nevada The Turquoise Canyon property (formerly the Bald Mountain property) located in Nevada is whollyowned by First Mining. The property covers an area of 1,562 hectares and is locatedalong the Battle MountainEureka 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. Page 69 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 futureexploration. 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 wereinterpreted from two induced polarization/resistivity lines run over the property. The Company entered into an option agreement (the “Turquoise Canyon Option Agreement”) dated August 20, 2019 with Momentum Minerals Ltd. (“Momentum”) granting Momentumthe 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 proceedsfrom 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 annualconcession 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 fouryearoption 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 ofTurquoise 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 anniversaryof the commencement of commercial production at the Turquoise Canyon property. Royalty portfolio Through recent transactions, we have created the following portfolio of twenty NSR gold royalties on certain of our mineral properties and property interests. We are currentlyevaluating potential strategic opportunities to enhance and optimize the value of our royalty portfolio. Page 70 Property Subject to RoyaltyNSR PercentageKey TermsPickle Crow (Ontario, Canada)2.0%1.0% buyback for US$2.5 millionHope Brook (Newfoundland, Canada) (1)1.5%0.5% buyback for $2.0 millionGoldlund (Ontario, Canada)1.5%0.5% buyback for $5.0 million11 Mexican Projects (2)1.0%1.0% buyback for US$1.0 million on each projectTurquoise Canyon (Nevada, USA)2.0%1.0% buyback for US$1.0 millionJoutel, Québec1.0%No buyback optionMorris, Québec1.0%No buyback optionRonguen (Burkina Faso)1.0%1.0% buyback for US$1.0 millionPompoi (Burkina Faso)1.5%1.5% buyback for $1.5 millionLac Virot Iron Ore (Labrador, Canada)2.0%1.0% buyback for $1.0 million Note: (1)This NSR in respect of Hope Brook is not yet in existence as of the date of this AIF, and will only be granted to us upon Big Ridge successfully completing its Stage 1 Earninpursuant to the terms of the Hope Brook EarnIn Agreement. (2)We have a 1.0% NSR on the following 11 gold projects in Mexico: Miranda, Apache, Socorro, San Ricardo, Los Tamales, Puertecitos and Batacosa (all located in Sonora, Mexico);Las Margaritas (located in Durango, Mexico); Geranio, Lachatao and El Roble (all located in Oaxaca, Mexico). Page 71 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 awareof, 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 developmentto 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. Types of risk ·Exploration, development, production and operational risksp. 72 ·Financial risksp. 77 ·Political risksp. 81 ·Regulatory risksp. 82 ·Environmental risksp. 83 ·Industry risksp. 85 ·Other risksp. 86 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 risksinclude: ·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; Page 72 ·with all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methodstested 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 our operationsand 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, damageto 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, facility performance problems and industrial accidents; 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, incertain 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 assurancecan 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, which may fluctuate due to a variety of factors, including inflation; ·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 environmentalprotection. 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 alsophysical risks to the exploration personnel working in the terrain in which our properties are located, occasionally in poor climate conditions. Page 73 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 orprofitably 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 areultimately 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 ofthe deposit, commodity prices, government policies and regulation and environmental protection. Fluctuations in the market prices of minerals may render Mineral Reserves and depositscontaining 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 propertiesfound 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 aresult, 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 startup. In addition, delays in the commencement ofmineral 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 ofour 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 inconnection 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 beseverely 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 mineralproperties 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 priorunregistered liens, agreements, royalties, transfers or claims, including First Nations land claims, and title may be affected by, among other things, undetected defects. In January 2022we became aware that the Cat Lake First Nation and certain other parties have filed a Statement of Claim against the Crown seeking an order from the Ontario Superior Court of Justicethat all mineral tenure over which the Cat Lake First Nation claim exclusive aboriginal title (which includes the land where the Springpole Project is situated) be returned to them and allmining permits, leases, licenses and patents in respect of such lands be cancelled. We are continuing to monitor this claim but there is no assurance it will be resolved in the favour ofthe Crown. If the claim is resolved in favour of the Cat Lake First Nation this would have a material and adverse effect on our ability to operate and develop the Springpole Project. Pleasesee the "Political Risks – Indigenous Peoples" in this AIF below for further information. In addition, we may be unable to explore our properties as permitted or to enforce our rightswith 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. Page 74 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 PFSlevel. 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 particularlevel of recovery will be realized. Mineral Resources on our properties have been determined based upon assumed cutoff grades, metal prices and operating costs at the time of calculation, as set out in the applicabletechnical 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 berecovered 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 actualproduction experience. This could materially and adversely affect estimates of the tonnage or grade of mineralization, estimated recovery rates or other important factors that influenceMineral 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 andclosure 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. Page 75 Because we do not currently have any producing properties, mineralization estimates for our properties may require adjustments or downward revisions based upon further explorationor 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. Therecan be no assurance that minerals recovered in smallscale tests will be duplicated in largescale 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 inmineralization 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 orfinancial condition. 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 assurancesthat 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 higherthan 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 turnhave 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 othermineral 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 byour current studies and estimates due to a variety of factors, including increased inflation, the impact of the COVID19 crisis and ongoing hostilities in the Ukraine, and there can be noassurance 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 explorationexpenditures. 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. Page 76 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 groupof 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 COVID19 outbreak has causeddisruption in global supply chains and ongoing hostilities in the Ukraine 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 anddelays in delivery times, thereby impacting operating costs, and timing of exploration and development programs. 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 orother 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 ordelay 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 becompleted 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 ourprojects 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 skilland 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 andcompetition 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 travelrestrictions as a result of the COVID19 crisis we may be unable to source additional personnel from outside the local area, which may greatly reduce the number of potential qualifiedcandidates 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 significantlyhigher 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 explorationstage 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 futureexploration work, including drilling programs. As of the date of this AIF, financial markets have suffered significant disruption due to the COVID19 crisis and the ongoing hostilities inthe Ukraine and sanctions imposed by many nations on Russia and Belarus could cause additional disruptions, particularly if hostilities spread to other nations. There can be noassurance 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 beon 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 capitalizationsignificantly. 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. Page 77 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 returnon 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 thirdparty) 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 oninvestment 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 startup. In addition, delays in mineral productionoften occur. Accordingly, there are no assurances that our activities will result in sustainable profitable mining operations or that we will successfully establish mining operations orprofitably 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 experiencedwide 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 oranticipated 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 industrychanges. In addition, the financial markets are currently experiencing significant price and value fluctuations as a result of the COVID19 crisis and the ongoing hostilities in the Ukraineand sanctions imposed by many nations on Russia and Belarus. Such fluctuations may have a disproportionate impact on equity securities of venture issuers which is unrelated to theoperating performance of these companies. Broad market fluctuations, as well as economic conditions generally and in the mining industry specifically, may also adversely affect themarket price of our shares. Page 78 NonCanadian 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 ourassets 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 ofprocess 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 oflocal 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 thatCanadian 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, judgmentspredicated 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 originalactions, 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 anystate securities or “blue sky” laws). In addition, the protections afforded by Canadian securities laws may not be available to foreign investors. 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 dollarand 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, metalstock levels maintained by producers, inventory carrying costs, availability, demand and costs of metal substitutes, international economic and political conditions, armed hostilities,economic sanctions, reduced demand resulting from obsolescence of technologies and processes utilizing metals and increased production due to new mine developments and improvedmining and production levels. Gold prices are sometimes subject to rapid shortterm changes because of speculative activities, and the market price of gold and other metals may notremain 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 ourobligations 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 asustained, significant drop in gold prices, we may be required to reevaluate our assets, resulting in reduced estimates of Mineral Resources and Mineral Reserves and in material writedowns 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 USdollar 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 volatilemarket conditions. Global financial conditions may be subject to sudden and rapid destabilizations in response to economic shocks or other events, such as developments concerningCOVID19, armed hostilities (such as those ongoing in the Ukraine) and economic sanctions. A slowdown in the financial markets or other economic conditions, including but not limitedto consumer spending, employment rates, business conditions, inflation, fluctuations in fuel and energy costs, consumer debt levels, lack of available credit, the state of the financialmarkets, 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 governmentdebt 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 ofcurrency exchanges, inflation or deflation, the devaluation and volatility of global stock markets, pandemics and natural disasters. Any sudden or rapid destabilization of globaleconomic 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 conditioncould be adversely impacted. Page 79 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 COVID19, and byreactions by government and private actors to such outbreaks. As at the date of this AIF, the global reactions to the spread of COVID19 have led to, among other things, significantrestrictions on travel, quarantines, temporary business closures and a general reduction in consumer activity. While these effects are expected to be temporary, the duration of thedisruptions to business internationally and the related financial impact on the Company and the economy in general continues to be uncertain. Such public health crises can result indisruptions 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 impactcommodity 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 employeehealth 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 have the capacityto continue certain administrative functions remotely, many other functions, including the conduct of exploration and development programs, cannot be conducted remotely and may beimpacted or delayed if we experience additional limitations on employee mobility. As of the date of this AIF, the province of Ontario, where most of our properties are located, has announced the repeal of many COVID19 related restrictions, however there is noguarantee that any such restrictions will not be reimposed and therefore the extent to which COVID19 may impact the Company remains uncertain and it is possible that COVID19 couldhave 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 demobilize,or further demobilize, its personnel and contractors at any of its mineral projects due to a public health crisis, including without limitation, the ongoing COVID19 pandemic. Any suchdemobilization may have an adverse impact on the Company’s ability to conduct exploration and further advance its work programs on the affect properties and on the Company’sbusiness, financial condition or results of operations. 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 ourshares will be made by our Board on the basis of our earnings, financial requirements and other conditions. Page 80 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 theshareholders 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 ofIndigenous 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 inCanada over which Indigenous peoples have established or asserted Aboriginal treaty rights, Aboriginal title, or Aboriginal rights. Many of these rights or titles impose obligations ongovernments 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 orproduction permits. The obligations of government and private parties under the various international and national Instruments pertaining to Indigenous people continue to evolve andbe defined. Government policy and its implementation regarding Indigenous consultation (including the requirements that are imposed on the mining industry) and accommodation continue tochange. In certain circumstances, Indigenous communities are entitled to be consulted prior to, and during, resource development. The consultation and accommodation process andexpectations of parties (government, Indigenous communities and industry proponents) involved can vary considerably from project to project, within stages of the project life andamong Indigenous communities. There can be overlapping or inconsistent Indigenous or treaty claims respecting a project. These can contribute to process uncertainty, increasedcosts, 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 theCompany’s business, operations, results of operations, financial condition and future prospects. In addition, the federal government has committed to introducing legislation toimplement 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 ortitle and may also include new processes and additional consultation requirements for project development and operations, which may increase costs, increase approval timelines andimpose development and operational additional obligations or restrictions. 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 or development ofany 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 nonIndigenousauthorities. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expressionagainst 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 agreementswith Indigenous people with respect to projects on such properties. Such agreements or restrictions on operations may have a material adverse effect on our business, financialcondition 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 andgroups or subgroups of Indigenous persons which may result in project delays or have other material adverse effects on the Company. In January 2022 we became aware that the CatLake First Nation and certain other parties filed a Statement of Claim against the Crown seeking an order from the Ontario Superior Court of Justice that all mineral tenure over which theCat Lake First Nation claim exclusive aboriginal title (which includes the land where the Springpole Project is situated) be returned to them and all mining permits, leases, licenses andpatents in respect of such lands be cancelled. We are continuing to monitor this claim but there is no assurance it will be resolved in the favour of the Crown. If the claim is resolved infavour of the Cat Lake First Nation this would have a material and adverse effect on our ability to operate and develop the Springpole Project. In addition, even if the Cat Lake FirstNation’s claim is not wholly successful, it could result in process uncertainty, increased costs, delay in receiving required approvals, and potentially, an inability to secure the requiredapprovals for the Springpole Project. Page 81 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 besubstantial. 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 notbe 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 stringentimplementation thereof, could have a material adverse impact on our business, operations and financial performance. Further, the mining licenses and permits issued in respect of ourprojects 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 maydecline. 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 renewalswill 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 inconnection 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 andsuccess 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 fromvarious governmental authorities. Our business requires many environmental, construction and mining permits, each of which can be timeconsuming and costly to obtain, maintain andrenew. 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 theCompany, including those relating to various environmental and health and safety matters. To obtain, maintain and renew certain permits, we are required to conduct environmentalassessments 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 andpermits 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 termsof any such licenses and permits that we have obtained, could have a material adverse impact on First Mining. Page 82 On August 28, 2019, the Impact Assessment Act came into force and replaced the Canadian Environmental Assessment Act, thereby establishing a new environmental assessmentprocess. 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 theassessment factors to include health, economy, social, gender, and sustainability considerations. The lack of regulatory certainty is likely to have an influence on investment decisionsfor 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 ascourt challenges related to issues such as Indigenous rights, the government’s duty to consult and accommodate Indigenous peoples and the sufficiency of the relevant environmentalreview processes. Such political and legal opposition creates further uncertainty. Antibribery 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 antibribery lawsthat 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 withrespect 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 stateowned or statecontrolled enterprise, or an employee of a public international organization. Transparency in the extractive industry The Extractive Sector Transparency Measures Act (Canada) (“ESTMA”) requires that, as a Canadian publicly listed corporation, we report annually on payments of $100,000 or moremade 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. The Company is currently up to date on its filings under ESTMA. If the Company becomes subject to an enforcement action or is otherwise inviolation of ESTMA, this may result in significant penalties, fines and/or sanctions which may have a material adverse effect on the Company’s financial position and reputation. Ourreports 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 andmunicipal laws and regulations. Environmental legislation provides for, among other things, restrictions, conditions and prohibitions on, amongst other things, spills, releases oremissions 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. Compliancewith 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 isevolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. Environmentalassessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. Companies engaged in exploration and developmentof 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 andpermits. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations. Page 83 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 ourprecautions and limited history of activities, breaches of environmental laws (whether inadvertent or not) or environmental pollution will not result in additional costs or curtailment ofplanned 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 complywith applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causingoperations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Companies engaged inmining 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 forviolations of applicable laws or regulations and, in particular, environmental laws even where there has been no intentional wrongdoing. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverseimpact 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 changelegislation 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 towardsenacting legislation to address climate change concerns, such as requirements to reduce emission levels and increase energy efficiency, and political and economic events maysignificantly 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 morestringent, 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 operationsand 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 resultsof 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 andincreased frequency and intensity of storms), water shortages and extreme temperatures, which have the potential to disrupt our exploration and development plans and may have otherimpacts on our business, including transportation difficulties and supply disruptions. Our emergency plans for managing extreme weather conditions may not be sufficient and extendeddisruptions could have adverse effects on our results of operations and financial condition. Page 84 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 onlyfrom 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. 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 adverseeffect 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 anyproject. 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 developedinto 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 commercialproduction activities will commence on any of our properties. Page 85 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 tofinance 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 quarantineas a result of COVID19) 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 willdepend greatly on our continued ability to attract and retain highlyskilled and qualified personnel and contractors. In assessing the risk of an investment in our shares, potentialinvestors 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 thatkey 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 personnelcould 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 mineralcompanies) and, as a result of these and other activities, such directors and officers may become subject to conflicts of interest from time to time. In addition, Keith Neumeyer, a directorof the Company, is the Chief Executive Officer of First Majestic Silver Corp. and accordingly many be considered to have a conflict of interest with respect to First Majestic and theSpringpole Stream Agreement. The BCBCA provides that if a director or senior officer has a material interest in a contract or proposed contract or agreement that is material to the issuer,the director or senior officer must disclose their interest in such contract or agreement and must refrain from voting on any matter in respect of such contract or agreement, subject to andin 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 ourCode 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 onour 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 geologicalconditions, ground or slope failures, caveins, changes in the regulatory environment and natural phenomena, such as inclement weather conditions, floods and earthquakes. Suchoccurrences could result in damage to our properties, personal injury or death, delays in program development, monetary losses and possible legal liability. Page 86 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 arefallible 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 fornon‐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 mightundertake or mistakes in interpretation and implementation of tax laws and practices, and legal claims for errors or mistakes by our personnel. 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 ouroperations. 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 beadequate 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 notgenerally 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 insuredagainst 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 amaterial 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 inconnection 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, suchliability 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 governmentalor regulatory authorities in connection with our business activities, including, but not limited to, current and historic activities at our mineral properties. Such actions may includeprosecution 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, revocationsof 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 adequateto 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 mayfail 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; Page 87 ·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; ·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, andthat interest may be in the form of a joint venture or earnin arrangement, such as the Pickle Crow EarnIn Agreement entered into in relation to the Pickle Crow Project. The existence oroccurrence 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 throughjoint venture arrangements, including the Pickle Crow Project, which could have a material adverse impact on our future cash flows, earnings, results of operations and financialcondition: ·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 are not 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 aresubject 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 bythe 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. In addition,in the future, we may become responsible for funding our pro rata share of expenditures at the Pickle Crow Project, in the event we do not fund these expenditures, our interest in thePickle Crow Project will be diluted which could have a material adverse effect on our business, results of operations and financial position. Page 88 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 marketperception 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 couldimpair 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 mayoccur, 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 prevailingmarket 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 toadvance 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 theactual 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 dealingswith community groups), whether true or not. The increased usage of social media and other webbased tools used to generate, publish and discuss usergenerated content and toconnect 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, financialcondition and growth prospects. Equity Price Risk The Company is exposed to equity price risk as a result of holding investments in equity securities of several other mineral property related 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 the Company incursexpenses 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’sresults 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 tofluctuations in market interest rates. Accordingly, the Company’s interest rate risk is limited to potential decreases on the interest rate offered on cash and cash equivalents held withchartered Canadian financial institutions. Page 89 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 theCompany’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 changes in commodity prices could have a material adverse effect on the business, operations and financial condition of theCompany. 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 potentiallysubject to credit risk for the Company consist primarily of cash and cash equivalents, accounts and other receivables, and the reclamation deposit. The Company seeks to manage creditrisk with respect to its cash and cash equivalents by holding its cash and cash equivalents through high credit quality major Canadian financial institutions as determined by ratingagencies. 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 toallow 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 toendeavour 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 mineralproperties. 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 themanagement of capital, the Company includes the components of shareholders’ equity as well as cash. The Company prepares annual estimates of exploration and administrativeexpenditures and monitors actual expenditures compared to the estimates of ensure that there is sufficient capital on hand to meet ongoing obligations. Page 90 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 orother means. Global financial markets, and the economy in general, are continuing to experience extreme volatility which may impact our ability to obtain financing. Failure to obtainadditional 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 ormore of its properties. 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, 2021 or as ofthe date of this AIF, nor are we aware that any material proceedings are contemplated. During the financial year ended December 31, 2021, 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 asecurities 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 asecurities regulatory authority. Information Security We have become increasingly dependent upon the development and maintenance of information technology systems that support the general operation of our business. Exposure ofour information technology infrastructure to external threats poses a risk to the security of these systems. Such cyber security threats include unauthorized access to informationtechnology systems due to hacking, viruses and other deliberate or inadvertent causes that can result in service disruptions, system failures and the disclosure of confidential businessinformation. Any such information security risks may be increased given the increased remote access to our information and technology systems caused by the COVID19 pandemic,which may continue on a go forward basis. The Company applies risk management controls in line with industry accepted standards to protect our information assets and systems; however, these controls may not adequatelyprotect against cyber security breaches. There is no assurance that we will not suffer losses associated with cyber security breaches in the future, including with respect to negativeeffects on our operational performance, the incurrence of regulatory penalties, reputational damage and costs required to investigate, mitigate and remediate any potential vulnerabilities. Internal Controls Effective internal controls are necessary for the Company to provide reliable financial reports and to help prevent fraud. Although we undertake a number of procedures in order to helpensure the reliability of our financial reports, including those imposed on us under Canadian and United States securities laws, we cannot be certain that such measures will ensure thatthe Company will maintain adequate control over financial processes and reporting. Failure to implement required new or improved controls, or difficulties encountered in theirimplementation, could impact the Company's results of operations or cause it to fail to meet its reporting obligations. If the Company or its independent auditors discover a materialweakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in the Company’s financial statements and reduce the trading price of the commonshares. Page 91 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, 2021 we had 700,200,059 common shares outstanding and as of the date of thisAIF we had 711,318,758 common shares outstanding. All of our outstanding common shares are fully paid and nonassessable. 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 orseries of shares. Each common share you own represents one vote. There are no cumulative voting rights, and directors do not stand for reelection 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 byour Board or otherwise distributed to shareholders. There are no indentures or agreements limiting the payment of dividends. The Company has not paid any dividends sinceincorporation 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 remainingafter payment of all of our liabilities. Preemptive, conversion and other rights Holders of our common shares have no preemptive, redemption, purchase or conversion rights attaching to their shares, and our common shares, when fully paid, will not be liable tofurther 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 anyexisting or prospective holder of our common shares as a result of such shareholder owning a substantial number of common shares. In addition, nonresidents of Canada who hold ourcommon shares have the same rights as shareholders who are residents of Canada. Page 92 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 capitaland 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 thedistribution of assets in the event of the liquidation, dissolution or windingup 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 anyconversion, 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 orvote at meetings of the Company’s shareholders. Securitybased compensation and convertible securities Securitybased compensation Our shareholders most recently approved the Company’s existing sharebased compensation plan (the “ShareBased Compensation Plan”) on June 25, 2019. The maximum number ofcommon shares issuable under the ShareBased Compensation Plan, together with the number of common shares issuable under any other securitybased compensation arrangement ofthe Company, shall not in the aggregate exceed 10% of our issued and outstanding common shares. The ShareBased 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 ShareBased Compensation Plan, see the appendix entitled “Material Terms of ShareBased Compensation Plan” in our management information circulardated May 18, 2021, a copy of which can be found under our SEDAR profile at www.sedar.com. As of December 31, 2021 there were 45,140,000 Options outstanding, with exercise prices ranging from $0.25 to $0.95 and expiry dates ranging from February 10, 2022 to November 19,2026. As of the date of this AIF there were 59,575,000 Options outstanding, with exercise prices ranging from $0.25 to $0.60 and expiry dates ranging from January 15, 2023 to February 13,2027. As of December 31, 2021 and as of the date of this AIF, there were 1,550,000 restricted share units (“RSUs”) and 2,290,000 RSUs outstanding, respectively. As of December 31, 2021 and as of the date of this AIF, there were 303,000 deferred share units (“DSUs”) and 659,000 DSUs outstanding, respectively. Page 93 As of December 31, 2021 and as of the date of this AIF, there were 91,892,620 share purchase warrants outstanding to acquire common shares of First Mining at exercise prices rangingfrom $0.309 to $0.654, and with expiry dates ranging from May 16, 2022 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, 2021 or as of the date of this AIF. 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: Hope Brook EarnIn Agreement On April 5, 2021, we entered into the Hope Brook EarnIn Agreement with Big Ridge pursuant to which Big Ridge may earn up to an 80% interest in the Hope Brook Project through atwostage earnin over five years. As upfront consideration, we received $500,000 cash and 11,500,000 common shares of Big Ridge (“Big Ridge Shares”) upon closing in June 2021. The key terms of the Hope Brook EarnIn Agreement are as follows: Stage 1 EarnIn (51% earnin) Up Until June 8, 2024 (the third anniversary of the closing date), Big Ridge can acquire a 51% interest in the Hope Brook Project and form a joint venture with First Mining by: ·incurring $10 million in qualifying expenditures on the Hope Brook Project; ·issuing an additional 15 million Big Ridge Shares to First Mining; and ·granting to First Mining a 1.5% NSR royalty on the Hope Brook Project (Big Ridge can buyback 0.5% of the NSR royalty for $2 million). Stage 2 EarnIn (additional 29% to earnin to 80%) Following completion of the Stage 1 EarnIn and up until June 8, 2026 (the fifth anniversary of the closing date), Big Ridge can increase its ownership interest in Hope Brook to 80% by: ·incurring an additional $10 million in qualifying expenditures on the Hope Brook Project; and ·issuing to First Mining the lesser of: (i) 10 million Big Ridge Shares; and (ii) such number of Big Ridge Shares that would result in First Mining owning 19.9% of the issuedand outstanding Big Ridge Shares (postissuance). Page 94 Additional Terms ·For so long as we own at least 10% of the issued and outstanding Big Ridge Shares: (i)we are entitled to have one nominee elected or appointed to Big Ridge’s board of directors; (ii)we have the right to participate in any equity financings undertaken by Big Ridge so as to maintain our percentage ownership of Big Ridge; and (iii)we have agreed to certain resale restrictions on any Big Ridges Shares issued to us under the Hope Brook Agreement pursuant to which we are required to firstnotify Big Ridge of our intent to sell, after which Big Ridge shall have ten business days to arrange the sale of the Big Ridge Shares that we wish to sell as a blockto one purchaser (if they cannot arrange this within that time period, we will have 60 days within which to sell in prearranged blocks of any size and at any price;for onmarket sales, we have agreed to limit daily sales to 10% of the 10day trailing average of Canadian consolidated trading volumes for Big Ridge Shares). ·We are free carried until Big Rudge announces the results of a feasibility study for the Hope Brook Project, after which we will be responsible for our pro rata share ofexpenditures in accordance with the percentage of our joint venture interest at that time. ·Upon the commencement of commercial production at the Hope Brook Project, Big Ridge will pay us $2 million cash. ·The joint venture entity that is formed will be required to pay us a royalty of US$1 per tonne of aggregate material sold from the Hope Brook Project pursuant to the termsof a royalty agreement, the form of which was agreed to with Big Ridge at closing and that will be entered into between us and the joint venture entity prior to the sale ofany aggregate material from the Hope Brook Project. ·Big Ridge has a right of first refusal with respect to any retained project interest that First Mining wishes to sell, and a “tagalong” right for First Mining in the event BigRidge wishes to sell its interest in the Hope Brook Project to a third party (this right does not apply in the context of a merger, takeover bid, amalgamation or any otherchange of control transaction of Big Ridge) Pickle Crow EarnIn Agreement On March 12, 2020, we entered into the Pickle Crow EarnIn Agreement with Auteco pursuant to which Auteco may earn up to an 80% interest in PC Gold, a whollyowned subsidiary ofFirst Mining that owns the Pickle Crow Project. As of December 31, 2021 and as of the date of this AIF, Auteco had satisfied the Stage 1 and Stage 2 earnin conditions and hasaccordingly acquired a 70% interest in PC Gold. During the term of the Pickle Crow EarnIn Agreement, Auteco will be the operator of the Pickle Crow Project and will be responsible forall 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 incash concurrently with the execution of the Pickle Crow EarnIn Agreement. In addition, First Mining received 25,000,000 shares of Auteco (“Auteco Shares”) in connection with theexecution of the Pickle Crow EarnIn Agreement. Page 95 The key terms of the Pickle Crow EarnIn Agreement are as follows: Stage 1 EarnIn (51% earnin) Threeyear initial earnin 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 thefirst 12 months; and ·issuing an additional 100,000,000 Auteco Shares to First Mining (the “Stage 1 EarnIn Shares”). Auteco satisfied the Stage 1 earnin conditions on June 4, 2021. Stage 2 EarnIn (additional 19% to earnin to 70%) Upon completion of the Stage 1 EarnIn, Auteco had a twoyear followon period to acquire an additional 19% interest in PC Gold (and thereby an additional 19% interest in the PickleCrow 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 abovementioned 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). Auteco satisfied the Stage 2 earnin conditions on August 26, 2021. BuyIn (additional 10% to earnin to 80%) With the Stage 2 EarnIn having been completed, Auteco now has 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 EarnIn, by paying First Mining $3 million in cash (the “BuyIn”). In the event Auteco provides notice that it does not wish toproceed with the Buyin, the Pickle Crow EarnIn Agreement will terminate and Auteco will retain its 70% interest in the property. Joint Venture Shareholders Agreement The Pickle Crow EarnIn Agreement provides that upon completion of the Stage 1 Earnin, First Mining and Auteco (through a whollyowned subsidiary) will execute a joint ventureshareholders’ agreement with respect to PC Gold (at which point PC Gold will become a joint venture company). First Mining and Auteco entered into a joint venture shareholders’agreement (the “Joint Venture Shareholders Agreement”) with respect to PC Gold on June 4, 2021. In accordance with the terms of the Pickle Crow EarnIn Agreement, the Joint Venture Shareholders Agreement provides that, until the Pickle Crow EarnIn Agreement is terminated or adecision to mine is made, Auteco will fund all exploration expenditures. Following this, each of First Mining and Auteco must fund expenditures pro rata in accordance with theirrespective interests or be diluted pursuant to a customary dilution formula. If a party’s interest is diluted below 5%, the other party will have the right to acquire such party’s interest atthe fair market value (as determined in accordance with the Joint Venture Shareholders Agreement). Page 96 Currently First Mining is entitled to nominate two directors to the fiveperson board of PC Gold. The Joint Venture Shareholders Agreement provides that certain decisions must be madeby shareholders with different approval thresholds (80%, 85% and unanimous respectively) for different matters. The Joint Venture Shareholders Agreement also contains customary provisions, such as restrictions on the transfer of the interest of a party, a right of first refusal in favour of eachparty and tagalong and dragalong provisions. A copy of the Pickle Crow EarnIn Agreement (which includes the Joint Venture Shareholders Agreement as a schedule) is available under our SEDAR profile at www.sedar.com. Silver Stream Agreement On June 10, 2020, First Mining and its whollyowned subsidiary, Gold Canyon, entered into the Silver Stream Agreement with First Majestic pursuant to which First Majestic agreed topurchase 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 FirstMining 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 aprice 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 ofcommercial 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$7,500,000payable in First Majestic Shares based on the volumeweighted average trading price (“VWAP”) of the First Majestic Shares on the TSX for the 20 trading days up to theday 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 positivePFS 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 20day VWAP ofFirst 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 theCompany’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 forSpringpole, 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 20day VWAPof First Majestic Shares as of the date of such approval). Page 97 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 topurchase 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 Streamtransaction closed on June 10, 2020. The Treasury Metals Distribution resulted in the adjustment provisions for these Warrants being triggered, and as a result, theexercise price of these Warrants was reduced to $0.374 and an additional 2,050,228 Warrants with a $0.374 exercise price were issued to First Majestic. As a result, FirstMajestic now holds a total of 32,050,228 Warrants at an exercise price of $0.374 which expire on July 2, 2025. ·We have the right to repurchase 50% of the Silver Stream by paying US$22,500,000 to First Majestic at any time prior to the commencement of commercial production atSpringpole. ·We have granted a right of first refusal to First Majestic with respect to any future silver stream financings for Springpole. ·First Mining and First Majestic agreed to form a threemember technical committee (the “Technical Committee”) comprised of two members from First Mining and onemember from First Majestic. The Technical Committee will advise First Mining on metallurgical testing, process flow sheet development and through the completion of thePFS and Feasibility studies for Springpole. This Technical Committee was established following the closing of the Silver Stream transaction on June 10, 2020. Market for our securities Our common shares are listed and traded on the TSX under the symbol “FF”, on the OTCQX under the symbol “FFMGF”, and on the Frankfurt Stock Exchange under the symbol“FMG”. We have a registrar and transfer agent for our common shares: Computershare Investor Services Inc.510 Burrard Street, 2nd FloorVancouver, British Columbia V6C 3B9. Page 98 Prior sales During our most recently completed financial year we issued the following securities which are not listed or quoted on a marketplace: Warrants Date of IssuanceNumber of Warrants IssuedExercise Price ($)Expiry DateJuly 21, 20212,050,228 (1)0.374July 2, 2025July 29, 202150,000 (2)0.421July 14, 2023TOTAL2,100,228 Notes: (1)The Treasury Metals Distribution resulted in the adjustment provisions for the 30 million Warrants that were issued to First Majestic under the Silver Stream Agreement beingtriggered, and as a result, the exercise price of these Warrants was reduced to $0.374 and an additional 2,050,228 Warrants with a $0.374 exercise price were issued to First Majestic,which are shown in the above table.(2)Issued to an individual warrant holder pursuant to the terms of an agreement between First Mining and the warrant holder. Stock Options Date of IssuanceNumber of Stock Options IssuedExercise Price ($)Expiry DateFebruary 2, 20218,615,000 (1)0.435February 2, 2026April 14, 2021500,000 (2)0.365April 14, 2026May 19, 2021250,000 (2)0.370May 19, 2026June 8, 2021400,000 (2)0.370June 8, 2026June 17, 2021300,000 (3)0.380June 17, 2026July 29, 2021250,000 (2)0.390July 29, 2026August 23, 2021200,000 (4)0.345August 23, 2026September 13, 2021250,000 (3)0.335September 13, 2026October 25, 2021600,000 (2)0.315October 25, 2026November 19, 2021300,000 (5)0.335November 19, 2026TOTAL11,665,000 Notes: (1)Issued to directors, officers, employees and consultants of First Mining.(2)Issued to a new employee of First Mining.(3)Issued to an officer of First Mining.(4)Issued to a consultant of First Mining.(5)Issued to two employees of First Mining. Page 99 Restricted Share Units Date of IssuanceNumber of Restricted Share Units IssuedFebruary 2, 20211,550,000 (1)TOTAL1,550,000 Notes: (1)Issued to officers of First Mining. Deferred Share Units Date of IssuanceNumber of Deferred Share Units IssuedFebruary 2, 202140,000 (1)June 17, 2021263,000 (2)TOTAL303,000 Notes: (1)Issued to a director of First Mining.(2)Issued to two directors of First Mining. Page 100 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. 2021 High ($) Low ($) Volume January 0.460 0.385 20,213,238 February 0.470 0.375 23,865,867 March 0.390 0.345 12,749,463 April 0.375 0.335 10,688,432 May 0.400 0.345 9,877,647 June 0.475 0.370 31,180,407 July 0.485 0.370 18,474,006 August 0.385 0.330 8,315,679 September 0.350 0.295 10,029,303 October 0.320 0.280 6,526,596 November 0.345 0.290 13,043,116 December 0.330 0.285 11,315,478 TOTAL 176,279,232 Page 101 Our team Directors All our directors are elected for a oneyear term, and hold office until our next annual shareholder meeting, unless he or she resigns before that time or steps down, as required bycorporate law. The information below as to principal occupation and shares beneficially owned has been furnished by the respective individuals. The directors of First Mining as of thedate of this AIF are as follows: DirectorBoard committeesPrincipal occupation or employment for past five years Keith NeumeyerZug, Switzerland Chairman sinceMarch 30, 2015 Audit Committee Compensation Committee (Chair) Corporate Governance &Nominating Committee Director and Chairman of First Mining since March 30, 2015 November 2001 to present – Founder, President and Chief ExecutiveOfficer, First Majestic Silver Corp. (mining company) December 1998 to present – Director, First Majestic Silver Corp. (miningcompany) Ownership of Securities:16,954,313 shares3,162,500 options750,000 warrants309,500 DSUs DirectorBoard committeesPrincipal occupation or employment for past five years Leanne HallOntario, Canada Director sinceOctober 30, 2020 CompensationCommittee 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 analyticsfirm) August 2019 to present – Vice President of Des Nedhe DevelopmentCorporation (Indigenous economic development corporation) February 2016 to August 2019 – Partner and National Leader ofIndigenous practice group at Deloitte Canada (professional services firm) Ownership of Securities:NIL shares1,000,000 optionsNIL warrants40,000 DSUs Page 102 DirectorBoard committeesPrincipal occupation or employment for past five years Richard LockUtah, U.S.A. Director sinceApril 1, 2020 Audit Committee Corporate Governance &Nominating Committee (Chair) Director of First Mining since April 1, 2020 January 2020 to present – Senior Vice President and Project Director(NorthMet Project) of Poly Met Mining, Inc., a whollyowned subsidiaryof PolyMet Mining Corp. (mining company) March 2019 to October 2019 – Construction Director of the Peschankaopen pit copper mine owned by KAZ Minerals Projects BV (miningcompany) September 2018 to December 2019 – Senior Vice President of ArizonaMining Inc. (mining company) February 2016 to September 2017 – Project Director of Yara International’sDallol project Ownership of Securities:184,999 shares1,075,000 optionsNIL warrantsNIL DSUs DirectorBoard committeesPrincipal occupation or employment for past five years Raymond L. Polman, CPA, CABritish Columbia, Canada Director sinceMarch 30, 2015 Audit Committee(Chair) Compensation Committee Corporate Governance & Nominating Committee Director of First Mining since March 30, 2015 February 2007 to December 2021 – Chief Financial Officer of First MajesticSilver Corp. (mining company) Ownership of Securities:500,333 shares2,562,500 optionsNIL warrants309,500 DSUs Page 103 DirectorBoard committeesPrincipal occupation or employment for past five years Daniel W. WiltonBritish Columbia, Canada Director sinceJanuary 7, 2019 None Chief Executive Officer and a Director of First Mining since January 7,2019 August 2020 to present – Director of Treasury Metals Inc. (miningcompany) December 2018 to present – Director of South Star Mining Corp. (miningcompany) September 2021 to present – Director of Providence Living (nonprofitresidential care provider) September 2010 to June 2021 – Director of Providence Health Care (nonprofit health care provider) February 2013 to April 2018 – Partner of Pacific Road Capital ManagementPty Ltd. (global private equity investment firm) Ownership of Securities:5,350,000 shares6,750,000 options2,000,000 warrants950,000 RSUs Page 104 Officers Our officers are appointed by our board of directors. The information below as to principal occupation and shares beneficially owned has been furnished by the respective individuals.The officers of our Company as of the date of this AIF are as follows: OfficerPrincipal occupation or employment for past five years Daniel W. WiltonChief Executive Officer British Columbia, Canada Chief Executive Officer and a Director of First Mining since January 7, 2019 August 2020 to present – Director of Treasury Metals Inc. (mining company) December 2018 to present – Director of South Star Mining Corp. (mining company) September 2021 to present – Director of Providence Living (nonprofit residential care provider) September 2010 to June 2021 – Director of Providence Health Care (nonprofit health care provider) February 2013 to April 2018 – Partner of Pacific Road Capital Management Pty Ltd. (global private equity investment firm)Ownership of Securities:5,350,000 shares 6,750,000 options2,000,000 warrants 950,000 RSUs Page 105 OfficerPrincipal occupation or employment for past five years Andrew Marshall, CA, CFAChief Financial Officer British Columbia, Canada Chief Financial Officer of First Mining since September 2016 December 2020 to present – Director of Goldplay Mining Inc. (mining company) Ownership of Securities:429,500 shares 4,025,000 options29,600 warrants 670,000 RSUs OfficerPrincipal occupation or employment for past five years Samir Patel, LL.B. (Hons)General Counsel andCorporate Secretary British Columbia, Canada General Counsel and Corporate Secretary of First Mining since January 2019 June 2020 to present – Director of Interra Copper Corp. (mining company) June 2016 to December 2018 – Corporate Counsel and Corporate Secretary of First Mining Ownership of Securities:470,000 shares 3,625,000 options29,250 warrants 670,000 RSUs Page 106 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 orindirectly, as at the date of this AIF was 23,889,145 common shares. This represents approximately 3.36% of our outstanding common shares as at the date of this AIF (on an undilutedbasis). Interest of management and others in material transactions To our knowledge, other than as disclosed herein, no director, executive officer or shareholder that either: (i) beneficially owns; or (ii) controls or directs, 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 orindirect, in any transaction that has materially affected, or is 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 mineralcompanies) 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 materialinterest 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 onany 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 inaccordance 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 orexecutive 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 consecutivedays, 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 thedirector 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 orwas 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 thatcompany. 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. Page 107 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 asecurities 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 investmentdecision. Audit Committee information National Instrument 52110 Audit Committees (“NI 52110”) 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 52110). NI 52110 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 ofsuch 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 publiclydisseminated; and ·reviewing our financial reporting procedures and internal controls to ensure adequate procedures are in place for our public disclosure of financial information extracted orderived from our financial statements. 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 52110 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 ourBoard, 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 52110. NI 52110 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 complexityof 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. Allof the members of our Audit Committee are “financially literate” as that term is defined in NI 52110. Page 108 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 AuditCommittee: 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 was the Chief Financial Officer of First Majestic SilverCorp. from February 2007 to December 2021. Prior to First Majestic, Mr. Polman had been a Chief Financial Officer for six years with a number of publicly traded high technologycompanies, prior to which he served several years as the Director of Finance for Rescan Environmental, a large privatelyowned 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 alsobrings 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 withseveral 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 iscurrently 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 extensiveexperience dealing with the financial, regulatory, legal and accounting issues that are relevant in the investment community. 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 byPolyMet 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 atArizona 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 minein Canada’s Northwest Territories. Mr. Lock holds a Bachelor of Science in Mining Engineering from Cardiff University in the United Kingdom. Page 109 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 externalauditor 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 Nonaudit 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 52110, or anexemption from NI 52110, 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), section3.6 (Temporary Exemption for Limited and Exceptional Circumstances) or the exemption in section 3.8 (Acquisition of Financial Literacy) of NI 52110. Preapproval policies and procedures The Audit Committee has not adopted specific policies and procedures for the engagement of nonaudit services; however, the Audit Committee approves all nonaudit services inadvance. External auditor service fees (by category) PricewaterhouseCoopers LLP served as the Company’s external auditor for the years ended December 31, 2021 and December 31, 2020. The aggregate fees billed by our external auditorduring the years ended December 31, 2021 and December 31, 2020 are set out in the table below: Year EndedDecember 31,2021 Year EndedDecember 31,2020 Audit fees (1) $220,318 $286,770 Auditrelated fees (2) $46,858 $72,760 Tax fees (3) $127,109 $105,661 All other fees (4) Nil Nil Total $394,285 $465,191 (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 2021 and 2020,for the audit year ended December 31, 2021, an amount of $51,681 (2020 – $62,513) relating to audit fees expected to be billed in calendar year 2022 has been included above. Inaddition, for the audit year ended December 31, 2021, an amount of $nil (2020 $58,850) has been included above, relating to audit fees billed to the Company and paid by TreasuryMetals. Page 110 (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 financialstatements and are not included under “Audit Fees”. For the audit year ended December 31, 2021, an amount of $25,391 (2020 $25,680) has been included above, in connectionwith auditrelated 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. (4)Represents the aggregate fees billed for products and services provided by our external auditor other than those services reported under “Audit Fees”, “AuditRelated Fees” and“Tax Fees”. 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 24, 2022 inrespect of the Company’s consolidated financial statements as at December 31, 2021 and for the year then ended. PricewaterhouseCoopers LLP has confirmed that they are independentwith respect to the Company in compliance with the rules of the Public Accounting Oversight Board, and the Chartered Professional Accountants of British Columbia Code ofProfessional 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 for our material properties, has been reviewed and approved byHazel Mullin, our Director, Data Management and Technical Services, P.Geo., who is a Qualified Person for the purposes of NI 43101. 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 CameronGold 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 outstandingsecurities 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 orindirect 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 ofthe 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. Page 111 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 18, 2021 contains additional information on how our directors and officers are compensated, the principal holders of oursecurities, 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 endedDecember 31, 2021, 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. Page 112 Appendix AFIRST MINING GOLD CORP. AUDIT COMMITTEE CHARTER 1.INTRODUCTION (a)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 ofthe accounting and financial reporting process and financial statement audits of the Company. (b)This charter is prepared to assist the Committee, the Board and management in clarifying responsibilities and ensuring effective communication between the Committee, the Boardand management. 2.COMPOSITION (a)The Committee will be composed of three directors from the Board, a majority of whom will be independent (as defined in National Instrument 58101 – Disclosure of CorporateGovernance Practices). (b)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 51102 – Continuous Disclosure Obligations) ofthe Company; (B)the auditor’s report, if any, prepared in relation to those financial statements, Page 113 (ii)review the Company’s annual and interim earnings press releases before the Company publicly discloses this information; (iii)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’sfinancial statements and periodically assess the adequacy of those procedures; (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 theCompany; and (B)the compensation of the external auditor, (v)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 theCompany, including the resolution of disagreements between management and the external auditor regarding financial reporting; (vi)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 boardof 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 auditingmatters; (ix)preapprove all nonaudit services to be provided to the Company or its subsidiary entities by the Company’s external auditor; (x)review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of theCompany; (xi)with respect to ensuring the integrity of disclosure controls and internal controls over financial reporting, understand the process utilized by the Chief Executive Officerand the Chief Financial Officer to comply with National Instrument 52109 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 52110F2 – Disclosure by Venture Issuers in any management information circularprepared by the Company. Page 114 4.AUTHORITY (a)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 forsuch advisors. (b)The Committee has the authority to communicate directly with and to meet with the external auditor, without management involvement. This extends to requiring the externalauditor to report directly to the Committee. 5.REPORTING (a)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. 6.EFFECTIVE DATE (a)This Charter was implemented by the Board on May 19, 2015. Page 115 EXHIBIT 99.2 First Mining Gold Corp. Consolidated Financial StatementsFor the years ended December 31, 2021 and 2020(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 StatementsWe have audited the accompanying consolidated statements of financial position of First Mining Gold Corp. and its subsidiaries (together, the Company) as of December 31, 2021 and2020, 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 theCompany as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in conformity with International Financial Reporting Standards asissued by the International Accounting Standards Board. Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financialstatements 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 beindependent 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 thePCAOB. 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 toobtain 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 performingprocedures 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 consolidatedfinancial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLPChartered Professional Accountants Vancouver, CanadaMarch 24, 2022 We have served as the Company’s auditor since 2017. PricewaterhouseCoopers LLPPricewaterhouseCoopers 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. FIRST MINING GOLD CORP.CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONAS AT DECEMBER 31, 2021 AND 2020(Expressed in thousands of Canadian dollars, except share and per share amounts) December 31,2021 December 31,2020 ASSETS Current Cash and cash equivalents $29,516 $28,901 Investments (Note 4) 13,386 18,425 Prepaid expenses, accounts and other receivables (Note 5) 1,009 2,700 Total current assets 43,911 50,026 Noncurrent Mineral properties (Note 6) 170,017 179,429 Investment in Treasury Metals Inc. (Note 7) 15,400 63,812 Investment in PC Gold Inc. (Note 8) 21,570 Investment in Big Ridge Gold Corp. (Note 9) 1,491 Mineral property investments (Note 10) 6,435 6,726 Property and equipment 1,086 570 Other assets 399 650 Total noncurrent assets 216,398 251,187 TOTAL ASSETS $260,309 $301,213 LIABILITIES Current Accounts payable and accrued liabilities (Note 12) $4,491 $2,013 Current portion of lease liability 127 112 Provision for Pickle Crow reclamation funding (Note 6(b)) 990 Current portion of environmental reclamation provision (Note 13) 250 Option – PC Gold (Note 6(b)) 4,347 4,410 Obligation to distribute investments (Note 7) 34,040 Total current liabilities 9,955 40,825 Noncurrent Lease liability 315 442 Environmental reclamation provision (Note 13) 3,133 Silver Stream derivative liability (Note 11) 26,114 13,260 Total noncurrent liabilities 26,429 16,835 TOTAL LIABILITIES 36,384 57,660 SHAREHOLDERS’ EQUITY Share capital (Note 14) 318,499 317,167 Warrant and sharebased payment reserve (Note 14) 47,282 44,648 Accumulated other comprehensive gain (loss) 410 (1,392)Accumulated deficit (142,266) (116,870)Total shareholders’ equity 223,925 243,553 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $260,309 $301,213 Subsequent events (Note 22) The consolidated financial statements were approved by the Board of Directors: The accompanying notes are an integral part of these consolidated annual financial statements. Signed: “Keith Neumeyer”, DirectorSigned: “Raymond Polman”, Director 1 FIRST MINING GOLD CORP.CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE INCOME (LOSS)FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020(Expressed in thousands of Canadian dollars, except share and per share amounts) Year ended December 31, 2021 2020 OPERATING EXPENSES (Note 15) General and administration $6,265 $3,573 Exploration and evaluation 960 812 Investor relations and marketing communications 2,247 1,111 Corporate development and due diligence 509 468 Impairment of noncurrent assets (Note 7(c)) 24,304 24,870 Loss from operational activities (34,285) (30,834) OTHER ITEMS Gain on deconsolidation of subsidiary (Note 6(b)) 8,830 Fair value loss on Silver Stream liability (Note 11) (3,046) (5,882)Investments fair value (loss) gain (Note 4) (4,210) 765 Foreign exchange (loss) gain (99) 329 Other expenses (98) (114)Interest and other income 422 184 Loss on disposal of subsidiaries (296)Loss before income taxes and equity income $(32,486) $(35,848) Deferred income tax recovery (Note 17) 1,587 Equity (loss) income and dilution impacts of equity accounted investments (Note 7) (5,864) 1,446 Net loss for the year $(38,350) $(32,815) OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified to net income or (loss): Investments fair value gain (Note 4) 2,094 1,611 Mineral property investments fair value (loss) gain (Note 10) (293) 1,329 Items that may be reclassified to net (loss) or income: Currency translation adjustment of foreign subsidiaries 1 (10)Recycling of currency translation adjustment on disposal of foreign subsidiaries (673)Other comprehensive income 1,802 2,257 Net loss and comprehensive loss for the year $(36,548) $(30,558)Basic and diluted loss per share (in dollars) $(0.05) $(0.05)Weighted average number of shares outstanding – Basic and Diluted 698,677,526 644,940,126 The accompanying notes are an integral part of these consolidated annual financial statements. 2 FIRST MINING GOLD CORP.CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020(Expressed in thousands of Canadian dollars, except share and per share amounts) Year ended December 31, 2021 2020 Cash flows from operating activities Net loss for the year $(38,350) $(32,815)Adjustments for: Gain on deconsolidation of subsidiary (Note 6) (8,830) Impairment of noncurrent assets (Note 7) 24,304 24,870 Sharebased payments (Note 14(d)) 1,998 958 Depreciation 320 305 Fair value loss on Silver Stream derivative liability (Note 11) 3,046 5,882 Investments fair value loss (gain) (Note 4) 4,210 (765)Other (income) expenses (85) 129 Unrealized foreign exchange loss (gain) 49 (404)Deferred income tax recovery (1,587)Equity and dilution loss (gain) on equity accounted investments 5,864 (1,446)Loss on disposal of subsidiaries 296 Operating cash flows before movements in working capital (7,474) (4,577)Changes in noncash working capital items: Increase in accounts and other receivables (18) (59)(Decrease) increase in prepaid expenditures (19) 9 (Decrease) increase in accounts payables and accrued liabilities 1,068 405 Total cash used in operating activities (6,443) (4,222)Cash flows from investing activities Mineral property expenditures (Notes 6, 7) (15,771) (17,629)Proceeds from sale of investments 16,357 4,937 Property and equipment purchases (707) (272)Option payments and expenditures recovered (Note 6) 1,968 148 Total cash provided by (used in) investing activities 1,847 (12,816)Cash flows from financing activities Net proceeds from bought deal financing 26,677 Net proceeds from private placements 9,124 Proceeds from Silver Stream (Note 11) 4,757 3,263 Net proceeds from ATM program 125 Proceeds from exercise of warrants and stock options 668 1,296 Repayment of lease liability (112) (94)Finance costs paid (50) (56)Total cash provided by financing activities 5,263 40,335 Foreign exchange effect on cash (52) (298)Change in cash and cash equivalents 615 22,999 Cash and cash equivalents, beginning 28,901 5,902 Cash and cash equivalents, ending $29,516 $28,901 Cash $13,593 $16,857 Term deposits 15,923 12,044 Cash and cash equivalents, ending $29,516 $28,901 Supplemental cash flow information (Note 19) The accompanying notes are an integral part of these consolidated annual financial statements 3 FIRST MINING GOLD CORP.CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYFOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020(Expressed in thousands of Canadian dollars, except share and per share amounts) Number ofcommonshares Sharecapital Warrantreserve Sharebasedpaymentreserve Accumulatedothercomprehensiveincome (loss) Accumulateddeficit Total Balance as at December 31, 2019 591,997,138 $282,666 $14,532 $18,798 $(3,649) $(50,015) $262,332 Proceeds from bought deal financing 57,500,000 25,339 3,411 28,750 Bought deal financing share issuance costs (1,821) (252) (2,073)Proceeds from private placements 40,198,095 8,160 1,122 9,282 Flowthrough share premium liability (300) (300)Private placements share issuance costs (136) (22) (158)Atthemarket distributions 532,000 125 125 Exercise of options (Note 14(d)) 3,717,500 1,817 (606) 1,211 Exercise of warrants (Note 14(c)) 247,500 98 (13) 85 Shares issued for prior mineral property acquisition 24,220 4 4 Shares issued on acquisition of the East Cedartree claims 3,000,000 1,215 1,215 Warrants issued to First Majestic Silver Corp. 6,278 6,278 Sharebased payments 1,400 1,400 Obligation to distribute investments (34,040) (34,040)Net loss for the year (32,815) (32,815)Other comprehensive income 2,257 2,257 Balance as at December 31, 2020 697,216,453 $317,167 $25,056 $19,592 $(1,392) $(116,870) $243,553 Balance as at December 31, 2020 697,216,453 $317,167 $25,056 $19,592 $(1,392) $(116,870) $243,553 Exercise of options (Note 14(d)) 2,287,500 841 (265) 576 Exercise of warrants (Note 14(c)) 265,650 94 (2) 92 Shares issued on acquisition of Birchuchi mineral property tenure(Note 6) 1,107,035 385 385 Cameron Gold exploration agreement 25,000 12 9 21 Share reduction due to expiry (701,579) Sharebased payments 2,892 2,892 Obligation to distribute investments fair value adjustment 12,954 12,954 Loss for the period (38,350) (38,350)Other comprehensive loss 1,802 1,802 Balance as at December 31, 2021 700,200,059 $318,499 $25,063 $22,219 $410 $(142,266) $223,925 The accompanying notes are an integral part of these consolidated annual financial statements. 4 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 OTCQXunder 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 advancing a portfolio of gold projects in Canada, with the most advanced project being the Springpole Gold Project in northwestern Ontario. The Company also holds alarge equity position in Treasury Metals Inc. which is advancing the Goliath Gold Complex toward construction. First Mining’s portfolio of gold projects in eastern Canada also includesHope Brook (being advanced in partnership with Big Ridge Gold Corp.), Cameron, Duparquet, Duquesne, and Pitt gold projects. In addition, the Company holds a 30% interest in the PCGold Inc. legal entity which holds the Pickle Crow gold project (being advanced by Auteco Minerals Ltd). In March 2020, the World Health Organization declared the COVID19 outbreak a global pandemic. The Company continues to evaluate the potential impacts arising from COVID19 onall aspects of its business. For the year ended December 31, 2021, there were no significant financial impacts on the Company. 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 StandardsBoard (“IFRS”). 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 valuethrough other comprehensive income (loss), which are stated at their fair value. The consolidated annual financial statements are presented in thousands of Canadian dollars and, unlessindicated otherwise, the textual amounts are expressed in Canadian dollars and tabular amounts are expressed in thousands of Canadian dollars, in the notes. The functional currency of the Company and its Canadian subsidiaries is the Canadian dollar while the functional currency of the Company’s nonCanadian subsidiaries is the US dollar. The accounts of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Intercompany transactions, balances andunrealized gains or losses on transactions are eliminated. The following table highlights the Company’s material subsidiaries with their projects: Name of thesubsidiary OwnershipPercentageProjectLocationGold Canyon Resources Inc.100%Springpole Gold Project (“Springpole”)Northwestern Ontario, CanadaCoastal Gold Corp.100%Hope Brook Gold Project (“Hope Brook”)Newfoundland, CanadaCameron Gold Operations Ltd.100%Cameron Gold Project (“Cameron”)Northwestern Ontario, CanadaClifton Star Resources Inc.100%Duquesne Gold Project (“Duquesne”) Pitt Gold Project (“Pitt”)10% indirect interest in the Duparquet Gold Project (“Duparquet”) (Note 22:Subsequent Events)Québec, Canada These consolidated financial statements were approved by the Board of Directors on March 24, 2022. 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) 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 comprehensiveincome (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instrumentsis driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for tradingare classified as FVTPL. For other equity instruments, at the time of acquisition the Company can make an irrevocable election (on an instrumentbyinstrument basis) todesignate 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 tradingor derivatives) or the Company has opted to measure them at FVTPL. (ii)Measurement Financial assets at FVTOCIInvestments in equity instruments designated at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, withgains and losses recognized in other comprehensive income (loss). Financial assets and liabilities at amortized costFinancial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortizedcost less any impairment. Financial assets and liabilities at FVTPLFinancial 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 consolidatedstatements 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 theCompany’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 thefinancial asset has increased significantly since initial recognition. If at the reporting date, the credit risk on the financial asset has not increased significantly since initialrecognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company recognizes inthe 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 lossallowance at the reporting date to the amount that is required to be recognized. 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) 3.ACCOUNTING POLICIES (Continued) (iv)DerecognitionFinancial assetsThe Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets andsubstantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the consolidatedstatements of net (loss) income. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within accumulated other comprehensiveincome (loss).Financial liabilitiesThe Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. Generally, the differencebetween the carrying amount of the financial liability derecognized and the consideration paid and payable, including any noncash assets transferred or liabilitiesassumed, is recognized in the consolidated statements of net (loss) income.b)Cash and Cash EquivalentsCash and cash equivalents include cash and shortterm deposits that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changesin value. The carrying amounts of cash and cash equivalents approximate fair value due to the shortterm maturities of these instruments.c)Mineral PropertiesOnce 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 theacquisition costs. These direct expenditures include such costs as mineral concession taxes, option payments, wages and salaries, surveying, geological consulting andlaboratory 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 bythe transferee to meet certain exploration and evaluation expenditures which would have otherwise been undertaken by the Company. Any cash consideration received from theagreement 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 recoverableamount. 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 isclassified as ‘mines under construction’. Exploration and evaluation assets are tested for impairment before the assets are transferred to mineral properties and mine developmentcosts.d)Impairment of NonFinancial AssetsMineral properties are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carryingvalue 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. Any impairment lossis charged to profit or loss. 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) For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash flows (cashgenerating units). As a result, someassets may be tested individually for impairment and some are tested at a cashgenerating 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 asingle cash generating unit. An impairment review for an exploration and evaluation asset is undertaken when indicators of impairment arise, but typically when one of thefollowing 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. 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 orconstruction cost, any costs directly attributable to bringing the asset into operation and, where applicable, the initial estimation of any asset retirement obligation. The purchaseprice 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 straightline basis over the following estimated useful lives: Buildings10 years Machinery and equipment5 years Furniture and fixtures5 years Vehicles5 years Computer equipment3 years Computer software1 year Depreciation methods, useful lives and residual values are reviewed at each financial yearend 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 theestimated 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 reclamationactivities includes restoration and revegetation of the affected exploration sites. When a liability is recognized, the present value of the estimated costs (discounted using a riskfree rate) is capitalized by increasing the carrying amount of the related explorationproperty. Over time, the discounted liability is increased for the changes in present value based on current market discount rates and liability specific risks. 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) Additional environmental disturbances or changes in reclamation costs will be recognized as additions to the corresponding assets and reclamation provision in the year in which theyoccur. 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 itemsrecognized 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 inrespect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the yearend 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 initialrecognition 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 thetransaction affects neither accounting nor taxable profit or loss. 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 willbe available against which the deferred tax asset can be utilized. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable thatfuture 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 extentthat 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 relativefair 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. i)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 usingthe 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 assumesthat 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 theaverage 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 warrantsare not included in the computation of diluted loss per share as they are antidilutive. 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) j)Sharebased Payments Where equitysettled share options are granted to employees, the fair value of the options at the date of grant, measured using the BlackScholes option pricing model, is charged to thestatement of comprehensive loss or capitalized to mineral properties over the vesting period using the graded vesting method. Performance vesting conditions are taken into account byadjusting 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 numberof options that eventually vest. Charges for options that are forfeited before vesting are reversed from sharebased payment reserve. Where equitysettled share options are granted to nonemployees, they are measured at the fair value of the goods or services received. However, if the value of goods or servicesreceived in exchange for the options cannot be reliably estimated, the options are measured using the BlackScholes option pricing model. All equitysettled sharebased payments are reflected in the sharebased payment reserve, until exercised. Upon exercise, shares are issued from treasury and the amount reflected insharebased payment reserve is credited to share capital, together with any consideration received. k)Leases The Company recognizes a rightofuse asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for shortterm leases (defined asleases with a lease term of 12 months or less) and leases of low value assets. For new leases, a rightofuse asset is initially measured at the amount of the liability plus any initial directcosts. After lease commencement, the lessee shall measure the rightofuse asset at cost less accumulated depreciation and accumulated impairment. l)Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decisionmaker. The chief operating decisionmaker is responsible forallocating resources and assessing performance of the operating segment. m)Investments in associates 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 orjoint control. 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 theCompany’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’sreserves, 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. 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) 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 includesobservable 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 equityinvestment 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 comparedto its recoverable amount, being the higher of its fair value less costs of disposal and valueinuse. If the recoverable amount of an investment is less than its carrying amount, thecarrying amount is reduced to its recoverable amount and an impairment loss is recognized in the period in which the relevant circumstances are identified. When an impairment lossreverses 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 doesnot 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 inthe period in which the reversal occurs. n)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, thepreparation 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 andliabilities 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 theestimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered relevant under thecircumstances. Revisions to estimates and the resulting impacts on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. 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 mineral properties, exploration and evaluation expenditures on mineral properties are capitalized. There is no certaintythat the expenditures made by the Company in the exploration of its property interests will result in discoveries of commercial quantities of minerals. The Company appliesjudgment 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 activitiesup to the reporting date. Impairment assessments for Investments in Associates With respect to its investments in associates, the Company is required to make estimates and judgments about future events and circumstances and whether the carrying amountof the asset exceeds its recoverable amount. Recoverability depends on various factors, including the identification of economic recoverability of reserves at each associate’sexploration properties, the ability of each associate to obtain the necessary financing to complete the development, and future profitable production or proceeds from thedisposition of the underlying shares of the associate companies. The publicly quoted share price of an associate, where applicable, is also a source of objective evidence aboutthe recoverable amount of the equity investment. 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) (ii)Estimation Uncertainty 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 privatecompanies. These financial assets are designated as fair value through other comprehensive income (loss), and management needs to determine the fair value as at each periodend. As there is no observable market data which can be used to determine this fair value, management uses property specific and marketbased information to determine whethera significant change in the fair value of these investments has occurred. Changes to the property specific and marketbased variables could result in the fair value being less thanor 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 valuationmodel. 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 thefuture 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 furtherdisclosed in Note 11. 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 fairvalue gains or losses recognized in the statement of net loss and comprehensive loss in future periods. Fair Value of the Option – PC Gold The Company has made assumptions when estimating the fair value of the PC Gold option liability which arises under the terms of the EarnIn Agreement described in Note 6(b).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 marketbasedinformation to determine whether a significant change in the fair value of the option liability has occurred. The specific assumptions made are disclosed in Note 6(b). Changes inthese assumptions can significantly affect the fair value estimate. o)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 theCompany’s consolidated financial statements. 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) 4.INVESTMENTS The movements in investments during the years ended December 31, 2021 and 2020 are summarized as follows: MarketableSecurities(FVTPL) MarketableSecurities(FVTOCI) Warrants(FVTPL) Total Investments Balance as at December 31, 2020 $9,267 $3,386 $5,772 $18,425 Additions 13,691 216 13,907 Disposals (13,971) (710) (14,681)Gain recorded in other comprehensive income 2,094 2,094 Loss recorded in net loss (587) (3,698) (4,285)Distribution to shareholders (2,074) (2,074)Balance as at December 31, 2021 $8,400 $4,986 $ $13,386 MarketableSecurities(FVTPL) MarketableSecurities(FVTOCI) Warrants(FVTPL) Total Investments Balance as at December 31, 2019 $ $1,775 $ $1,775 Additions 11,134 9,812 20,946 Disposals (6,672) (6,672)Gain recorded in other comprehensive loss 1,611 1,611 Gain (loss) recorded in net loss 4,805 (4,040) 765 Balance as at December 31, 2020 $9,267 $3,386 $5,772 $18,425 The Company’s investments classified as FVTPL and FVTOCI are marketable securities of publicly traded companies held as strategic interests. In each case, the Company has less thana 10% equity interest. During the year ended December 31, 2021, the Company: ·Received 100,000,000 common shares of Auteco (initial recognition $8,640,000, December 31, 2021 – $8,399,000) in connection with the Auteco EarnIn Agreement(defined in Note 6(b)); ·Sold a total of 687,300 common shares of First Majestic for net proceeds of $13,936,000 which resulted in a $3,725,000 realized gain on sale based on the original cost at thetime of receipt; 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) 4.INVESTMENTS (continued) ·Sold a total of 1,671,732 common shares of other marketable securities for net proceeds of $707,000 which resulted in a realized gain on sale of $314,000 based on theoriginal cost at the time of receipt; and ·In addition to amounts included in the Investments table above and in conjunction with the Treasury Metals share and warrant distribution a fair value gain of $75,000was recorded in the consolidated statements of loss and comprehensive loss. 5.PREPAID EXPENSES, ACCOUNTS AND OTHER RECEIVABLES Category December 31, 2021 December 31, 2020 Current GST and HST receivables $564 $593 Investment sale proceeds receivable 1,715 Other receivables 40 38 Prepaid expenses 405 354 Total prepaids expenses, current accounts and other receivables $1,009 $2,700 6.MINERAL PROPERTIES As at December 31, 2021 and December 31, 2020, the Company has capitalized the following acquisition, exploration, and evaluation costs on its mineral properties: Springpole Cameron Duquesne/Pitt Hope Brook(Note 6(a)) Pickle Crow(Note 6(b)) Goldlund(Note 7) Others (1) Total Balance December 31, 2020 $87,907 $31,875 $7,229 $20,612 $24,986 $ $6,820 $179,429 Acquisition $1,222 21 1,047 $2,290 Concessions, taxes and royalties $684 32 3 20 $739 Salaries and sharebased payments $3,311 185 6 44 22 117 $3,685 Drilling, exploration, and technical consulting $4,235 102 6 16 3,251 559 $8,169 Assaying, field supplies, and environmental $5,194 80 3 19 $5,296 Travel and other expenditures $1,512 34 17 6 $1,569 Total Expenditures $16,158 $454 $15 $100 $3,273 $ $1,748 $21,748 Disposal, impairment or reclassification (2,685) (28,259) (216) (31,160)Balance December 31, 2021 $104,065 $32,329 $7,244 $18,027 $ $ $8,352 $170,017 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) 6.MINERAL PROPERTIES (Continued) Springpole Cameron Duquesne/Pitt Hope Brook Pickle Crow Goldlund Others (1) Total Balance December 31, 2019 $76,775 $27,374 $7,217 $20,071 $19,263 $98,894 $3,221 $252,815 Acquisition $ 4,219 $4,219 Concessions, taxes and royalties $740 11 3 20 20 2 60 $856 Salaries and sharebased payments $1,300 145 1 148 71 430 7 $2,102 Drilling, exploration, and technical consulting $4,828 52 8 140 4,409 796 37 $10,270 Assaying, field supplies, and environmental $3,555 50 123 1,217 255 8 $5,208 Travel and other expenditures $709 24 110 6 126 2 $977 Total Expenditures $11,132 $4,501 $12 $541 $5,723 $1,609 $114 $23,632 Disposal, impairment or reclassification (100,503) 3,485 (97,018)Balance December 31, 2020 $87,907 $31,875 $7,229 $20,612 $24,986 $ $6,820 $179,429 ______________ (1)Other mineral properties as at December 31, 2021 and December 31, 2020 include: the mining claims and concessions located in the Township of Duparquet, Quebéc, which arenear the Company’s Duquesne gold project); eight properties in Ontario’s Birchuchi greenstone belt including five under option (see below); a 1.5% NSR Royalty under theterms of the Treasury Share Purchase Agreement (defined in Note 7), which was reclassified from “Goldlund” to “Others” during the year ended December 31, 2020; and, theTurquoise Canyon property in Nevada (under option to Westward Gold Inc.). The Company has various underlying agreements and commitments with respect to its mineral properties, which define annual or future payments in connection with royalty buybacksor maintenance of property interests. a)Hope Brook Project On June 8, 2021, the Company announced it had closed a definitive earnin agreement with Big Ridge Gold Corp. “Big Ridge” (the “Big Ridge transaction”) whereby Big Ridge may earnup to an 80% interest in First Mining’s Hope Brook Gold Project located in Newfoundland, Canada. Pursuant to the definitive earnin agreement, Big Ridge can earn an 80% interest inthe Hope Brook Project through a twostage earnin over five years by incurring a total of $20,000,000 in qualifying expenditures, issuing up to 36.5 million shares of Big Ridge to FirstMining and making a future cash payment to First Mining. Upon completion of the earnin, First Mining will retain a 20% interest in the Hope Brook Project and a 1.5% net smelterreturns royalty on the Hope Brook Project, of which 0.5% can be bought back by Big Ridge for $2,000,000. In accordance with the agreement, First Mining nominated one member to theBoard of Directors of Big Ridge upon closing and received $500,000 and 11,500,000 shares of Big Ridge which have been credited against the Hope Brook project mineral propertybalance. At the year ended December 31, 2021, the Company assessed the Hope Brook Project for impairment indicators and no impairment indicators were identified. See Note 9 belowfor further details of the equity accounted investment in Big Ridge. 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) 6.MINERAL PROPERTIES (Continued) b)Pickle Crow Project On March 12, 2020, the Company and Auteco executed a definitive EarnIn Agreement (the “Auteco EarnIn Agreement”) whereby Auteco may earn up to an 80% interest in PC Gold, athen whollyowned subsidiary of First Mining which owns the Pickle Crow Project. Pursuant to the Auteco EarnIn Agreement, the EarnIn is comprised of two stages: ·Stage 1 EarnIn (51% earnin) – Threeyear initial earnin period to acquire a 51% equity interest in PC Gold by: ○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 thefirst 12 months; and ○Issuing 100 million shares of Auteco to First Mining. ·Stage 2 EarnIn (additional 19% to earnin to 70%) – Upon completion of the Stage 1 EarnIn, Auteco will have a twoyear followon period to acquire an additional 19% equityinterest in PC Gold by: ○Spending a further $5,000,000 on exploration on the Pickle Crow Gold Project; ○Making a $1,000,000 cash payment to First Mining within 90 days of completing the additional exploration spend; and ○Issuing to 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 EarnIn). Upon completion of the Stage 2 EarnIn, Auteco will have an option to acquire an additional 10% equity interest in PC Gold, exercisable any time following completion of the Stage 2EarnIn, by paying First Mining $3,000,000 in cash, after which First Mining’s residual 20% interest in PC Gold is carried until a construction decision in relation to the Pickle CrowProject, which is to be made after a final feasibility study and following Auteco having arranged sufficient financing to achieve commercial production. During the term of the AutecoEarnIn 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 $740,000under the terms of the Earnin Agreement. Auteco incurred a total of $3,570,000 in exploration expenditures during the year ended December 31, 2020. On June 9, 2021, the Company announced completion of the Stage 1 earnin and Auteco obtained a 51% ownership of the PC Gold legal entity. First Mining received the scheduled100,000,000 Auteco shares and executed the joint venture shareholders agreement. Following the completion of the Stage 1 earnin by Auteco, First Mining’s percentage ownership of its former subsidiary, PC Gold, was reduced from 100% to 49%, which led to a loss ofcontrol and the resulting deconsolidation of PC Gold Inc. from First Mining’s consolidated financial statements. The gain on deconsolidation was calculated as a result of derecognizingthe net assets of PC Gold and recognizing the fair value of the residual interest in the equity accounted associate, the additional Auteco consideration shares along with the fair value ofthe Stage 2 and final earnin option liabilities. As the EarnIn 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 afinancial liability of First Mining. As a derivative, the Option – PC Gold liability is classified as FVTPL. 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) 6.MINERAL PROPERTIES (Continued) The following information summarizes the deconsolidation of PC Gold as at June 9, 2021: June 9, 2021 Fair Value of retained interest in PC Gold Inc. 112,146,017 shares at $0.32 per share (deemed FV based on underlying property interest) $36,000 Provision for Pickle Crow reclamation funding (1,160) Fair value of Auteco shares received as additional consideration (Note 3) 8,640 Option – PC Gold liability fair value of Stage 2 and final earn in options (17,306) Net assets of PC Gold Prepaids 3 Reclamation deposit 120 Mineral property, net 20,358 Environmental reclamation liability, net (3,137)Net assets of subsidiary 17,344 Gain on loss of control of subsidiary, Net $8,830 At the time of deconsolidation of PC Gold in June 2021, management estimated a fair value for the Stage 2 and final Auteco earnin options of $17,306,000 based on the portion of the fairvalue of the PC Gold investment that the Company would be required to divest net of any future proceeds from Auteco. Following completion of the Stage 2 earnin in August 2021 the Stage 2 option liability of $12,959,000 was settled and the Company delivered the additional 19% interest in PC Gold toAuteco, reducing the Company’s interest to 30%. The $4,347,000 Option PC Gold balance as at December 31, 2021 represents the fair value of the Company’s obligation to deliver to Auteco an additional 10% equity interest if Autecoexercises its option and paid a further $3,000,000 to First Mining. 17 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) 6.MINERAL PROPERTIES (Continued) The Company’s agreement with Auteco requires First Mining to contribute its prorata share of environmental reclamation funding, which as at December 31, 2021 was 30% followingcompletion of the stage 2 earnin. Accordingly, the company has recorded a provision of $990,000 as at December 31, 2021 (December 30, 2020 $nil). c)Swain Post property option On February 26, 2021, the Company entered into a three year earnin agreement with Exiro Minerals Corp. (“Exiro”) pursuant to which First Mining may earn a 100% interest in Exiro’sSwain Post property (“Swain Post Property”) in northwestern Ontario by making total cash and share payments of $335,000 to Exiro during the term of the option, and by completing allassessment work requirements on the Swain Post Property during the three year option term. d)Swain Lake property option On April 28, 2021, the Company entered into an earnin agreement with Whitefish Exploration Inc. (“Whitefish”), which gives First Mining the option to earn up to a 100% interest inWhitefish’s Swain Lake project (“Swain Lake”) in northwestern Ontario in two stages over a period of five years. First Mining may earn a 70% interest in Swain Lake by making cashpayments totaling $200,000 and share payments totaling $425,000, and by incurring at least $500,000 worth of expenditures on the Swain Lake Property during the first three years of theearnin term. Upon completing the first stage of the earnin, First Mining will hold a 70% interest in the Swain Lake Property and will have an additional period of two years within whichto acquire the remaining 30% of the project by paying $1,000,000 in cash and issuing $1,000,000 worth of First Mining shares to Whitefish. e)Vixen properties acquisition On September 15, 2021, the Company entered into a three year option agreement with ALX Resources Corp. (“ALX”) pursuant to which First Mining may earn up to a 100% interest inALX’s Vixen North, Vixen South and Vixen West properties (the “Vixen Properties”) in northwestern Ontario in two stages over a period of five years. First Mining may earn a 70%interest in the Vixen Properties by making cash and share payments of approximately $950,000 to ALX during the term of the option, and by incurring at least $500,000 worth ofexpenditures on the property during the initial three year option term. Upon completing the first stage of the earnin, First Mining will hold a 70% interest in the Vixen Properties and willhave an additional period of two years to acquire the remaining 30% of the project by paying $500,000 in cash and issuing $500,000 worth of First Mining shares to ALX. f)Birch Lake properties acquisition On October 11, 2021, the Company entered into an earnin agreement with Pelangio Exploration Inc. (“Pelangio”) pursuant to which First Mining may earn up to an 80% interest inPelangio’s Birch Lake properties (the “Birch Lake Properties”) in two stages over a period of six years. First Mining may earn a 51% interest in the Birch Lake Properties by making cashpayments totaling $350,000 and issuing in aggregate 1,300,000 First Mining shares and by incurring at least $1,750,000 worth of expenditures on the Birch Lake Properties during the first4 years of the earnin term. Upon completing the first stage of the earnin, First Mining will hold a 51% interest in the Birch Lake Properties and will have an additional period of 2 years toacquire a further 29% interest in the Birch Lake Properties by paying $400,000 to Pelangio in cash or issuing First Mining Shares, at First Mining’s sole discretion, and by incurring anadditional $1,750,000 worth of expenditures on the Birch Lake Properties. g)Stargazer properties acquisition On October 29, 2021, the Company entered into a three year earnin agreement with a private individual pursuant to which First Mining may earn a 100% interest in the Stargazer andother properties (“Stargazer Properties”) in northwestern Ontario by making cash and share payments of $250,000 to the private individual during the term of the option, and by incurringat least $350,000 worth of expenditures on the Stargazer Properties during the three year option term. 18 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.INVESTMENT IN TREASURY METALS a) Treasury Share Purchase Agreement Overview On August 7, 2020, First Mining completed a transaction with Treasury Metals under a share purchase agreement (the “Treasury Share Purchase Agreement”), pursuant to whichTreasury Metals agreed to acquire all of the issued and outstanding shares of Tamaka Gold Corporation, a previously whollyowned subsidiary of the Company, and 100% owner of theGoldlund 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 commonshares (postconsolidation) of Treasury Metals (“Treasury Metals Shares”) with a fair value of $78,000,000; (ii) 11.67 million common share purchase warrants (postconsolidation) ofTreasury Metals (“Treasury Metals Warrants”) with an exercise price of $1.50 for a three year term with a fair value of $9,812,000; (iii) a retained 1.5% Net Smelter Returns (“NSR”) royaltyon Goldlund (0.5% of which can be bought back by Treasury Metals for $5 million in cash) with a fair value of $3,709,000; and (iv) the right to certain contingent milestone paymentstotaling $5 million, payable in cash on certain key advancements at Goldlund which have not been recorded as at December 31, 2021. 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 4; and ·$3,709,000 for the retained 1.5% NSR (the “NSR Consideration”) Note 6. $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 usingthe quoted price of Treasury Metals common shares on August 7, 2020. Upon closing of the transaction, First Mining held approximately 40% (December 31, 2020 $78,000,000) ofTreasury Metals common shares (on an undiluted basis) and nominated three individuals to its Board of Directors. The Company has concluded it has significant influence overTreasury 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 used the BlackScholes option pricing model to calculate the fair value of the warrants held inTreasury Metals both as at August 7, 2020 and on an ongoing basis until the distribution on July 15, 2021. The Company used the following assumptions: August 7,2020 December 31,2020 July 15,2021 Riskfree interest rate 0.23% 0.20% 0.44%Expected life (years) 3.00 years 2.60 years 2.07 years Expected volatility(1) 62.44% 64.42% 62.64%Expected dividend Nil Nil 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. 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) 7.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 6). c)Equity Accounting Method for Investment in Treasury Metals and Impairment During the year the Company recorded a $24,304,000 impairment of the investment based on the quoted price of Treasury Metals shares and therefore carrying value is equal to fair value($23,555,000 was recorded as at March 31, 2021 and $749,000 was recorded as at December 31, 2021).This impairment was recorded within the impairment of noncurrent assets in theconsolidated statement of net loss and comprehensive loss. In 2021 the Company recorded dilution losses on the investment in Treasury Metals predominantly as a result of the exercise of special warrants by Treasury Metals investors (reducingthe Company’s interest from 38.4% to 33.3%). On July 15, 2021 a portion of the Treasury Metals shares were distributed to shareholders of First Mining (Note 7(d)). As at December 31, 2021, the Company owns approximately 20.0 million Treasury Metals Shares. December 31,2021 December 31,2020 Balance, beginning of period $63,812 $ Acquisition – Initial Recognition on August 7, 2020 78,000 Equity (loss) income (167) 1,446 Dilution event in Q2, 2021 (5,000) Impairment of Investment in Treasury Metals Inc. (24,304) (15,634)Distribution to shareholders (18,941) Balance, December 31, 2021 $15,400 $63,812 The equity accounting for Treasury Metals is based on audited results for the year ended December 31, 2021. The Company’s estimated equity share of Treasury’s net loss for the yearended December 31, 2021 was $167,000. 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) 7.INVESTMENT IN TREASURY METALS (Continued) 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, 2021 is as follows: Year ended December 31,2021 Loss before income taxes $(1,517)Deferred income tax recovery (2,233)Net loss for the year (3,750)Other comprehensive income (766)Total comprehensive loss $(4,516) The assets and liabilities of Treasury Metals are summarized in the following table and the December 31, 2021 numbers are taken from Treasury Metals’ consolidated financial statementsas at December 31, 2021. December 31,2021 Current assets $11,911 Noncurrent assets 190,690 202,601 Current liabilities 3,995 Noncurrent liabilities 7,643 11,638 Net assets $190,963 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.INVESTMENT IN TREASURY METALS (Continued) Reconciliation of Treasury Metal’s Net Assets to First Mining’s Carrying value as at December 31, 2021 Balance, December 31, 2020 $173,053 Equity increase from special warrant issuance 16,471 Operating loss (January 1, 2021 to December 31, 2021) (4,516)Other increases in equity of Treasury Metals 5,955 Balance, December 31, 2021 $190,963 First Mining’s share of net assets 29,408 Incremental decrease in fair value of GoldlundGoliath mineral property 2,294)Cumulative impairment of investment in Treasury Metals @ ownership % (16,302)Carrying value $15,400 d)Distribution to shareholders In accordance with the terms of a Shareholders Agreement signed in connection with the Treasury Share Purchase Agreement, First Mining distributed approximately 23.3 millionTreasury Metals Shares and all 11.6 million Treasury Metals Warrants to its shareholders (the “Distribution”) on July 15, 2021. Following the Distribution, First Mining retainedapproximately 20.0 million Treasury Metals Shares, leaving the Company with an approximate 15.4% interest in Treasury Metals. First Mining’s percentage ownership along with itsBoard representation of three Board seats continue to support the conclusion that it has significant influence. 8.INVESTMENT IN PC GOLD INC. Following the completion of the Stage 1 earnin by Auteco, First Mining determined that its then 49% investment in the common shares of PC Gold gave it significant influence over PCGold, requiring PC Gold to be recorded in First Mining’s financial statements using the equity method of accounting as an investment in associate. The initial recognition of the investment in associate was accounted for based on an estimated fair value using a market approach to value Pickle Crow’s inferred resources on a per unitof metal basis derived from comparable gold project transactions. 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.INVESTMENT IN PC GOLD INC. (Continued) December 31,2021 Balance, beginning of period $ Acquisition – Initial Recognition on June 9, 2021 36,000 Equity loss (3)Dilution of ownership Stage 2 earnin completion (14,427)Balance, December 31, 2021 $21,570 The subsequent equity accounting for PC Gold is based on audited results for the yearended June 30, 2021 and on the unaudited sixmonth period ended December 31, 2021. TheCompany’s estimated equity share of PC Gold’s net loss for the year ended December 31, 2021 was $3,000. Upon completion of the Stage 2 earnin by Auteco on August 26, 2021, the Company recorded a $14,427,000 reduction in the investment carrying value based upon the ownershipinterest reduction from 49% to 30%. Upon the delivery of this additional interest the Company settled $12,960,000 of the PC Gold option liability and received cash proceeds receivedfrom Auteco of (i) $1,000,000 and (ii) $468,000 for unspent environmental reclamation work as part of the PC Gold Earnin Agreement (Note 6(b)). PC Gold Summarized Statements of Total Comprehensive Loss and Financial Position A summary of PC Gold's consolidated statement of other comprehensive loss during year ended December 31, 2021 is as follows: Sixmonth periodended December 31,2021 Loss before income taxes $(10)Deferred income tax recovery Net loss for the year (10)Other comprehensive income Total comprehensive loss $(10) 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.INVESTMENT IN PC GOLD INC. (Continued) The assets and liabilities of PC Gold are summarized in the following table and the December 31, 2021 numbers are taken from PC Gold’s consolidated financial statements as at December31, 2021. December 31,2021 Current assets $ Noncurrent assets 39,793 39,793 Current liabilities 10,931 Noncurrent liabilities 3,631 14,562 Net assets $25,231 Reconciliation of PC Gold’s Net Assets to First Mining’s Carrying value as at December 31, 2021 Balance, December 31, 2020 $ Initial Recognition on June 9, 2021 17,344 Equity loss (June 9, 2021 to December 31, 2021) (11)Other increases in equity of PC Gold 7,898 Balance, December 31, 2021 $25,231 First Mining’s share of net assets 7,569 Incremental fair value of Pickle Crow mineral property 14,001 Carrying value $21,570 9.INVESTMENT IN BIG RIDGE GOLD CORP. Following completion of the Big Ridge transaction on June 7, 2021, the Company’s common share ownership interest in Big Ridge was approximately 19.8% (Initial Recognition fair value $2,185,000) and was 11.0% on December 31, 2021 following a dilution event whereby Big Ridge issued 24.4 million flowthrough shares as part of a private placement. The fair value ofthe share position at December 31, 2021 was $3,565,000. In addition to its share ownership interest, the Company considered various qualitative factors including representation rights onBig Ridge’s board of directors in arriving at the determination that significant influence exists, and therefore the Company applies the equity method of accounting. 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) 9.INVESTMENT IN BIG RIDGE GOLD CORP. (Continued) December 31,2021 Balance, beginning of period $ Acquisition – Initial Recognition on June 7, 2021 2,185 Equity loss (106)Dilution event in Q2 2021 (588)Balance, December 31, 2021 $1,491 The subsequent equity accounting for Big Ridge Gold is based on audited results for the year ended June 30, 2021, and on the unaudited sixmonth period ended December 31, 2021. TheCompany’s estimated equity share of Big Ridge’s net loss for the year ended December 31, 2021 was $106,000. Big Ridge Gold Summarized Statements of Total Comprehensive Loss and Financial Position A summary of Big Ridge Gold's consolidated statement of other comprehensive loss during the sixmonths December 31, 2021 is as follows: Sixmonth periodended December 31,2021 Loss before income taxes $(1,288)Deferred income tax recovery Net loss for the year (1,288)Other comprehensive income Total comprehensive loss $(1,288) The assets and liabilities of Big Ridge Gold are summarized in the following table and the December 31, 2021 numbers are taken from Big Ridge Gold’s consolidated financial statementsas at December 31, 2021. December 31,2021 Current assets $7,924 Noncurrent assets 7,794 15,718 Current liabilities 239 Noncurrent liabilities 321 560 Net assets $15,158 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.INVESTMENT IN BIG RIDGE GOLD CORP. (Continued) Reconciliation of Big Ridge Gold’s Net Assets to First Mining’s Carrying value as at December 31, 2021 Balance, December 31, 2020 $ Initial Recognition on June 9, 2021 12,769 Equity loss (June 9, 2021 to December 31, 2021) (4,583)Other increases in equity of Big Ridge Gold 6,972 Balance, December 31, 2021 $15,158 First Mining’s share of net assets 1,667 Dilution event in Q2, 2021 (588)Incremental fair value of Hope Brook mineral property 412 Carrying value $1,491 10.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 2588111Manitoba 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 othercomprehensive 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 marketbased 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, 2021; ·The Company’s market capitalization per insitu ounce which are attributable to the Duparquet Gold project; and · Recent transactions involving mineral properties located in Quebec. During the year ended December 31, 2021, management determined, as a function of the falling gold price environment, that there was a decline in the fair value of mineral propertyinvestments and a fair value loss of $293,000 was recorded for the year ended December 31, 2021 (year ended December 31, 2020 $1,329,000) (Note 21). As at December 31 2021, the fairvalue of the Company’s mineral property investments is $6,435,000 (December 31, 2020 $6,726,000). See Subsequent events (Note 22). 26 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) 11.SILVER STREAM DERIVATIVE LIABILITY a) Silver Purchase Agreement Overview and Consideration Received 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 (approx. $30.6 million as at the closing date), inthree 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 millioncommon 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 aperiod of five years. The fair value of the warrants issued of $6,278,000 was recorded in Equity (Warrant reserve) on the Company’s consolidated statements of financial position. First Mining has the right to repurchase 50% of the Silver Stream for US$22.5 million (approx. $28.5 million as at December 31, 2021) at any time prior to the commencement of productionat Springpole (the “BuyBack Right”). Per the Silver Purchase Agreement, First Majestic paid US$10 million ($13.7 million) to First Mining on the July 2, 2020 closing date, with US$2.5 million ($3.3 million) paid in cash and theremaining US$7.5 million ($10.4 million) paid in 805,698 common shares of First Majestic (“Tranche 1”). Upon announcement of the PreFeasibility Study (“PFS”) on March 4, 2021, FirstMining received US$7.5 million ($9.8 million) from First Majestic, with US$3.75 million ($4.8 million) paid in cash and the remaining US$3.75 million ($5.0 million) paid in 287,300 commonshares of First Majestic (“Tranche 2”). Consideration payable for the Silver Stream includes one further tranche (split evenly between cash and First Majestic common shares) of US$5 million (approx. $6.3 million as atDecember 31, 2021) payable upon First Mining receiving approval of either a Federal or Provincial Environmental Assessment. (The three tranches of consideration totaling US$22.5million ($23.5 million received for Tranche 1 and Tranche 2) constitute the “Advance Payment”). In the event of default, First Majestic may terminate the Silver Purchase Agreement andthe Advance Payment received by First Mining at that time would become repayable. The Advance Payment amount is used to track the stream balance for commercial, but notaccounting purposes. In the event the Company exercises the BuyBack Right by paying US$22.5 million (approx. $28.5 million) to First Majestic, the Advance Payment amount shall bereduced to nil. The Silver Stream has an initial term of 40 years from July 2, 2020. The term is automatically extended by successive 10year periods as long as the life of mine continues for theSpringpole 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 theAdvance 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 otherthan the Springpole Gold Project, with the exception of silver purchased on a commodity exchange. b)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 usecontract’, 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 nonfinancial asset. TheSilver 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 anunavoidable obligation to repay the Advance Payment or deliver the silver to First Majestic. 27 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) 11.SILVER STREAM DERIVATIVE LIABILITY (Continued) The estimated fair value of the Silver Stream derivative liability is determined using a discounted cash flow model which incorporates a Monte Carlo simulation. The fair value of theSilver 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 4year atthemoney silver implied volatility;·USD 3month 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 PreFeasibility 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) andthe Silver Stream obligation (a liability to the Company), with gains and losses recorded in the statement of net loss and comprehensive loss. The fair value of the Silver Stream derivative liability as at December 31, 2021 is US$20,664,000 ($26,114,000), which is comprised of the Silver Stream obligation fair value of US$23,818,000($30,098,000) less the Advance Payment receivable fair value of US$3,154,000 ($3,984,000). The fair value of the Silver Stream derivative liability as at December 31, 2020 was US$10,415,000 ($13,260,000), which is comprised of the Silver Stream obligation fair value ofUS$21,761,000 ($27,706,000) less the Advance Payment receivable fair value of US$11,346,000 ($14,446,000). Silver Stream derivativeliability Balance, December 31, 2019 $ Fair value of Silver Stream derivative liability Initial Recognition on July 2, 2020 (7,378)Change in fair value during the period (5,882)Balance, December 31, 2020 $(13,260)Advance payment received (Tranche 2) (US$7.5 million) (9,808)Change in fair value during the period (3,046)Balance, December 31, 2021 $(26,114) 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) 12.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Category December 31,2021 December 31,2020 Accounts payable $2,437 $837 Accrued liabilities 2,054 1,176 Total $4,491 $2,013 13.ENVIRONMENTAL RECLAMATION PROVISION The Company has an obligation to undertake decommissioning, restoration, rehabilitation and environmental work when environmental disturbance is caused by the exploration anddevelopment of a mineral property. Following the completion of the Stage 1 earnin by Auteco, First Mining’s percentage ownership of its former subsidiary, PC Gold, was reduced from100% to 49%, and the environmental reclamation provision, which was recorded as a liability in the PC Gold Inc. legal entity, was deconsolidated from First Mining financial statements. December 31,2021 December 31,2020 Balance, beginning of year $3,383 $2,355 Additions to present value of environmental reclamation provision 1,200 Reclamation costs incurred (250) (200)Interest or accretion expense 4 28 Deconsolidation of PC Gold Inc. (3,137) Balance, end of year $ $3,383 Statements of Financial Position Presentation December 31, 2021 December 31, 2020 Current portion of environmental reclamation provision $ $250 Noncurrent environmental reclamation provision 3,133 Total $ $3,383 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) 14.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: 700,200,059 (December 31, 2020 – 697,216,453).Preferred shares: nil (December 31, 2020 – nil). c)Warrants The movements in warrants during the years ended December 31, 2021 and 2020 are summarized as follows: Number Weighted averageexercise price Balance as at December 31, 2019 15,872,998 $0.41 Warrants issued 77,460,159 0.49 Warrants exercised (247,500) 0.34 Balance as at December 31, 2020 93,085,657 $0.48 Warrants issued 2,100,228 0.38 Warrants exercised (265,650) 0.33 Warrants expired (3,027,615) 0.44 Balance as at December 31, 2021 91,892,620 $0.48 30 FIRST MINING GOLD CORP. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars) 14.SHARE CAPITAL (Continued) The following table summarizes information about warrants outstanding as at December 31, 2021: Exercise price Number of warrants outstanding Weighted average exercise price ($ per share) Weighted average remaining life(years) $0.31 18,247,009 $0.31 1.15 $0.37 44,845,611 0.37 2.61 $0.42 50,000 0.42 1.58 $0.65 28,750,000 0.65 0.65 91,892,620 $0.45 1.71 As a result of the TML distribution an additional 2,050,228 warrants were issued to an individual warrant holder per the terms of the convertible security adjustment provision of thewarrant indenture. In addition, following the Treasury Metals distribution the exercise prices of all the outstanding warrants outstanding as at July 15, 2021 were reduced per the terms ofthe respective convertible security adjustment provisions of the warrant indentures. The Warrants issued during the year ended December 31, 2021 and year ended December 31, 2020 (excluding warrants issued to First Majestic under the terms of the Silver PurchaseAgreement (Note 11)) have been valued using the BlackScholes option pricing model with the following weighted average assumptions: Year ended Year ended December 31,2021 December 31,2020 Riskfree interest rate 0.50% 0.85%Expected life (years) 2 years 2.39 years Expected volatility 63.09% 68.36%Expected dividend yield Nil Nil d)Stock Options 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% ofthe 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. 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) 14.SHARE CAPITAL (Continued) The movements in stock options during the years ended December 31, 2021 and 2020 are summarized as follows: Number Weighted averageexercise price Balance as at December 31, 2019 46,927,500 $0.57 Options granted 11,350,000 0.25 Options exercised (3,717,500) 0.33 Options expired (2,790,000) 0.40 Options forfeited (5,950,000) 0.52 Balance as at December 31, 2020 45,820,000 $0.53 Options granted 12,190,000 0.23 Options exercised (2,287,500) 0.25 Options expired (7,820,000) 0.73 Options forfeited (2,762,500) 0.39 Balance as at December 31, 2021 45,140,000 $0.44 The weighted average closing share price at the date of exercise for the year ended December 31, 2021 was $0.44 (December 31, 2020 – $0.53). The following table summarizes information about the stock options outstanding as at December 31, 2021: Options Outstanding Options Exercisable Exercise price Number of options Weighted averageexercise price($ per share) Weighted averageremaining life(years) Number of options Weighted averageexercise price($ per share) Weighted averageremaining life(years) $0.25 – 0.50 33,125,000 $0.38 2.98 26,661,250 $0.38 2.67 $0.51 – 1.00 12,015,000 0.75 0.50 12,015,000 0.75 0.50 45,140,000 $0.48 2.32 38,676,250 $0.49 2.00 During the year ended December 31, 2021, there were 12,190,000 (December 31, 2020 11,350,000) stock options granted with an aggregate fair value of $2,832,105 (December 31, 2020 $1,500,411), or a weighted average fair value of $0.23 per option (December 31, 2020 – $0.13 ). As at December 31, 2021, 6,463,750 (December 31, 2020 – 5,525,000) stock options remainunvested with an aggregate grant date fair value of $1,436,689 (December 31, 2020 $402,000). 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.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 sharebasedpayments expensed during the periods. Total sharebased payments expense during the years ended December 31, 2021 and 2020 was classified within the financial statements asfollows: For the year ended December 31, Statements of Net Loss: 2021 2020 General and administration $1,235 $500 Exploration and evaluation 312 148 Investor relations and marketing communications 265 144 Corporate development and due diligence 186 166 Subtotal $1,998 $958 Statements of Financial Position: Mineral Properties $894 $442 Total $2,892 $1,400 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) 14.SHARE CAPITAL (Continued) The grant date fair value of the stock options recognized in the years ended December 31, 2021 and 2020 have been estimated using the BlackScholes option pricing model with thefollowing weighted average assumptions: Year ended Year ended December 31,2021 December 31,2020 Riskfree interest rate 0.86% 1.72%Share price at grant date (in dollars) $0.44 $0.25 Exercise price (in dollars) $0.41 $0.27 Expected life (years) 5.00 years 4.96 years Expected volatility(1) 67.89% 69.10%Forfeiture rate 7.50% 5.26%Expected dividend yield Nil 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. e)Restricted Share Units The Company granted Restricted Share Units ("RSUs") under its sharebased compensation plan to the Company’s executive officers as part of the Company’s longterm incentive plan(“LTIP”). Unless otherwise stated, the awards typically have a graded vesting schedule over a threeyear period and will be settled in equity upon vesting. The associated compensation cost is recorded as sharebased payments expense against sharebased payment reserve. The following table summarizes the changes in RSU's for the year ended December 31, 2021: Number Weighted averagefair value Balance as at December 31, 2020 $ Granted – February 2, 2021 1,550,000 0.40 Balance as at December 31, 2021 1,550,000 $0.40 34 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.SHARE CAPITAL (Continued) f)Deferred Share Units The Company granted 303,000 Deferred Share Units ("DSUs") under its sharebased compensation plan to a director as part of the Company’s LTIP. DSUs have a graded vestingschedule over an 18month period and will be settled in equity upon vesting. The associated compensation cost is recorded as sharebased payments expense against sharebased payment reserve. The weighted average grant date fair value of the DSUsrecognized for the year ended December 31, 2021 is $0.36. Number Weighted average fair value Balance as at December 31, 2020 $ Granted – February 2, 2021 40,000 0.40 Granted – June 17, 2021 263,000 0.35 Balance as at December 31, 2021 303,000 $0.36 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: For the year ended December 31, 2021 General andadministration Exploration andevaluation Investor relationsand marketingcommunications Corporatedevelopment anddue diligence Total Administrative and office $347 $98 $63 $1 $509 Consultants 227 61 120 408 Depreciation (noncash) 168 152 320 Directors fees 294 294 Investor relations and marketing communications 1 1,333 1,334 Professional fees 1,298 1,298 Reimbursement of litigation expenses 1,120 1,120 Salaries 1,174 318 393 319 2,204 Sharebased payments (noncash) (Note 14(d)) 1,235 312 265 186 1,998 Transfer agent and filing fees 368 44 412 Travel and accommodation 34 18 29 3 84 Operating expenses total $6,265 960 $2,247 $509 $9,981 Impairment of noncurrent assets (noncash) (Note 7) 24,304 Loss from operational activities $34,285 35 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 (Continued) Reimbursement of legal fees and expert costs incurred by certain parties pursuant to the terms of a settlement agreement that was signed by the Company on February 7, 2022 respect ofthe settlement of a nonmaterial, historic litigation matter that involved numerous parties, one of whom was the Company’s whollyowned subsidiary, Clifton Star Resources Inc. TheCompany had inherited this historical litigation matter as a result of its acquisition of Clifton Star in April 2016. For the year ended December 31, 2020 General andadministration Exploration andevaluation Investor relationsand marketingcommunications Corporatedevelopment anddue diligence Total Administrative and office $232 $166 $34 $3 $435 Consultants 164 71 10 245 Depreciation (noncash) 146 159 305 Directors fees 288 288 Investor relations and marketing communications 3 3 579 22 607 Professional fees 934 1 935 Salaries 1,121 236 287 269 1,913 Sharebased payments (noncash) (Note 14(d)) 500 148 144 166 958 Transfer agent and filing fees 163 41 204 Travel and accommodation 22 28 16 8 74 Operating expenses total $3,573 $812 $1,111 $468 $5,964 Impairment of noncurrent assets (noncash) (Note 7) 24,870 Loss from operational activities $30,834 16.SEGMENT INFORMATION The Company operates in a single reportable operating segment, being the acquisition, exploration, development and selective disposition of its North American mineral properties.Geographic information about the Company’s noncurrent assets, excluding financial instruments, as at December 31, 2021 and December 31, 2020 is as follows: Noncurrent assets December 31,2021 December 31,2020 Canada $209,739 $244,018 USA 226 444 Total $209,965 $244,462 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) 17.INCOME TAXES Year endedDecember 31,2021 Year endedDecember 31,2020 Net loss before income tax $38,350 35,848 Combined Canadian statutory income tax rate 27.00% 27.00%Income tax recovery computed at statutory income tax rate 10,356 9,679 Tax effect of: Permanent differences and other (2,166) (2,041)Investment in Treasury Metals (3,878) (1,916)Investment in PC Gold 2,169 Obligation to distribute investments (1,802)Flowthough eligible expenditures (1,240)Difference in tax rates in foreign jurisdictions (308)Impact of disposal of subsidiaries (10,358)Flowthrough share premium liability 641 Changes in unrecognized deferred tax assets (6,481) 8,932 Income tax recovery (expense) $ 1,587 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 andtemporary 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: December 31,2021 December 31,2020 Noncapital loss carryforwards $2,969 $5,384 Mineral properties (2,379) (3,073)Mineral property investments (590) (2,311)Total $ $ 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) 17.INCOME TAXES (Continued) Deferred tax assets have not been recognized in respect of the following temporary differences: December 31,2021 December 31,2020 Noncapital loss carryforwards $50,144 $49,232 Investment in Treasury Metals 20,497 14,188 Investment in PC Gold 14,430 Investment in Big Ridge 694 Silver Stream derivative liability 8,927 5,882 Investment tax credits 5,209 5,119 Other 1,432 3,936 Undeducted financing costs 1,398 1,874 Property and equipment 986 807 Mineral properties 2,404 174 Capital loss carryforwards 16,267 82 Total $122,388 $81,294 As at December 31, 2021, the Company and its subsidiaries had unrecognized Canadian noncapital loss carryforwards of approximately $61,266,000 (2020 $68,059,000) which expirebetween the years 2025 and 2040, unrecognized Canadian capital loss carryforwards of approximately $13,644,000 (2020 $82,000) which can be carried forward indefinitely, unrecognizedCanadian investment tax credits of approximately $5,209,000 (2020 $5,119,000) 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 controlled by or significantly influenced by 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 endedDecember 31, 2021 and 2020 is as follows: 38 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) 18.RELATED PARTY TRANSACTIONS (continued) Service or Item Year ended December 31, 2021 2020 Directors’ fees $294 $288 Salaries and bonuses 2,179 1,659 Sharebased payments (noncash) 1,128 990 Total $3,610 $3,029 19.SUPPLEMENTAL CASH FLOW INFORMATION During the year ended December 31, 2021, the significant noncash investing and financing transactions were as follows: ·1,107,035 shares issued with a value of $385,000 in connection with mineral property acquisitions;·Received 287,300 common shares of First Majestic in connection with the Silver Purchase Agreement (initial recognition $5,631,000, December 31, 2021 – nil) (Note 11); and·Received 100,000,000 common shares of Auteco (initial recognition $8,640,000, December 31, 2021 – $6,720,000) in connection with the Auteco EarnIn Agreement (Note 8). During the year ended December 31, 2020, significant noncash investing and financing transactions were as follows: ·24,220 shares issued with a value of $4,000 in connection with a mineral property acquisition in 2016;·3,000,000 shares issued with a value of $1,215,000 in connection with acquisition of the East Cedartree claims; and·Received 25,000,000 common shares of Auteco with a fair value of $740,000 in connection with the EarnIn Agreement (Note 6(b)), 805,698 shares of First Majestic with a fair valueof $10,394,000 in connection with the Silver Purchase Agreement (Note 11), 43.33 million shares of Treasury Metals with a fair value of $78,000,000 and 11.67 million TreasuryMetals Warrants with a fair value of $9,812,000 in connection with the Treasury Share Purchase Agreement (Note 7). 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 valuehierarchy 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. asprices) 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). 39 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 following table presents the Company’s fair value hierarchy for financial assets and liabilities that are measured at fair value: December 31, 2021 December 31, 2020 Carrying Fair value measurement Carrying Fair value measurement value Level 1 Level 2 Level 3 value Level 1 Level 2 Level 3 Financial assets: Investments (Notes 4) $13,386 $13,386 $ $ $18,425 $12,653 $5,772 $ Mineral property investments (Note 10) 6,435 6,435 6,726 6,726 Financial liabilities: Silver Stream derivative liability (Note 11) 26,114 26,114 13,260 13,260 Option – PC Gold (Note 6(b)) $4,347 $ $ $4,347 $4,410 $ $ $4,410 During the year ended December 31, 2021 there have been no transfers of amounts between levels in the fair value hierarchy. The carrying values of cash and cash equivalents, current accounts receivables, and accounts payable and accrued liabilities approximated their fair values because of the shorttermnature of these financial instruments. These financial instruments are classified as financial assets and liabilities 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, 2021 and was therefore considered tobe Level 1. The fair value of Treasury Metals Warrants were determined using certain Level 2 inputs, as the BlackScholes valuation model incorporates Treasury Metals’ share pricevolatility. The Treasury Metals Warrants were distributed to First Mining shareholders in July 2021. 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 propertyinvestments was determined based on attributable prorata gold ounces for the Company’s 10% indirect interest in the Duparquet project, which formed part of the identifiable assetsfrom 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, amongothers, 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 fromexternal transactions in the investee’s equity. During the year ended December 31, 2021, management concluded that there was a decrease in the fair value of the mineral propertyinvestments, and a fair value loss of $291,000 (December 31, 2020 $1,329,000) was recorded (Note 10). 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) 20.FAIR VALUE (Continued) 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 afinancial 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 GoldProject is not based on observable market data and therefore is considered to be Level 3. The fair value of the Option – Pickle Crow Gold Project as at December 31, 2021 was determinedby reference to the portion of the estimated fair value of PC Gold to be given up by the Company with the option for Auteco to earn an additional 10%, net of $3,000,000 proceeds to bereceived on exercise. 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 observablemarket data and involved complex valuation methods and was therefore considered to be Level 3. The classification of the financial instruments as well as their carrying values as at December 31, 2021 and 2020 is shown in the table below: At December 31, 2021 Amortized Cost FVTPL FVTOCI Total Financial assets: Cash and cash equivalents $29,516 $ $ $29,516 Current accounts and other receivables 40 40 Investments 8,400 4,986 13,386 Mineral property investments 6,435 6,435 Total financial assets $29,556 $8,400 $11,421 $49,377 Financial liabilities: Accounts payable and accrued liabilities $4,491 $ $ $4,491 Option – PC Gold 4,347 4,347 Silver Stream derivative liability 26,114 26,114 Total financial liabilities $4,491 $30,461 $ $34,952 At December 31, 2020 Amortized Cost FVTPL FVTOCI Total Financial assets: Cash and cash equivalents $28,901 $ $ $28,901 Current accounts and other receivables 1,753 1,753 Investments 15,039 3,386 18,425 Mineral property investments 6,726 6,726 Reclamation deposit 121 121 Total financial assets $30,775 $15,039 $10,112 $55,926 Financial liabilities: Accounts payable and accrued liabilities $2,013 $ $ $2,013 Option – PC Gold 4,410 4,410 Silver Stream derivative liability 13,260 13,260 Total financial liabilities $2,013 $17,670 $ $19,683 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) 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 marketrisk (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 andmonitored by the Board of Directors. 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 policiesthat 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, foreigncurrency 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, inother 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, 2021, net loss for the year ended December 31, 2021would have decreased or increased, respectively, by approximately $840,000 (2020 – $1,504,000), as a result of changes in the fair value of equity investments. If the fair value of ourinvestments in equity instruments designated as FVTOCI had been 10% higher or lower as at December 31, 2021, other comprehensive income (loss) for the year ended December 31,2021 would have decreased or increased, respectively, by approximately $1,142,000 (2020 – $1,011,000), as a result of changes in the fair value of equity investments. Foreign Currency Risk As at December 31, 2021, the Company held USD denominated cash and cash equivalents of $2,117,000. 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 tofluctuations 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 financialinstitutions. 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 daytoday operations. The Company considers this risk to be immaterial. 42 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’scontrol including global or regional consumption patterns, the supply of and demand for metals, speculative activities, the availability and costs of metal substitutes, inflation, andpolitical 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 arepotentially subject to credit risk for the Company consist primarily of cash and cash equivalents, accounts and other receivables, and the reclamation deposit. The Company considerscredit 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 asdetermined 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 toallow 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 toensure 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, 2021 based on the undiscounted contractual cash flows: CarryingAmount ContractualCash Flows Less than 1 year 1 – 3years 4 – 5years After5 years Accounts payable and accrued liabilities $4,491 $4,491 $4,491 $ $ $ Lease liability 442 515 165 350 As at December 31, 2021, the Company held cash and cash equivalents of $29,516,000 (December 31, 2020 $28,901,000). The Company believes it has sufficient cash on hand to meetoperating 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 mineralproperties. 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 themanagement of capital, the Company includes the components of shareholders’ equity as well as cash. The Company prepares annual estimates of exploration and administrativeexpenditures and monitors actual expenditures compared to the estimates to ensure that there is sufficient capital on hand to meet ongoing obligations. 43 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, 2021, the Company granted 14,155,000 incentive stock options to Directors, Officers, employees and consultants of the Company under the terms of itssharebased compensation plan. The stock options have a weighted average exercise price of $0.27 per share and are exercisable for a period of five years from the grant date. In addition,1,090,000 RSUs and 356,000 DSUs were granted to Officers and Directors respectively. Beattie Share Acquisition Subsequent to December 31, 2021, the Company announced that it has acquired, from two individuals, an aggregate of 286,904 common shares (“Shares”) of Beattie Gold Mines Ltd.(“Beattie”), a private company that owns the mineral rights to mining claims that make up the former Beattie mining concession that form a large part of the Duparquet Gold Projectlocated on the DestorPorcupine Fault in Québec (the “Transaction”). The per Share consideration paid under the Transaction was C$4.44 cash per Beattie Share and 26.62 commonshares of First Mining per Beattie Share for a total consideration of C$1,272,824 in cash and 7,636,944 First Mining common shares. Together with the 187,839 common shares of Beattie already owned by Clifton Star Resources Inc., a whollyowned subsidiary of First Mining, the Company now owns 474,743 shares ofBeattie, increasing its ownership in Beattie from 10% to 25.3% of the issued and outstanding common shares of Beattie. 44 EXHIBIT 99.3 TSX: FF | OTCQX: FFMGF | FRANKFURT: FMG MANAGEMENT’SDISCUSSION & ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2021 v Suite 2070 – 1188 West Georgia Street, Vancouver, British Columbia V6E 4A2www.firstmininggold.com | 18443068827 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 TABLE OF CONTENTS COMPANY OVERVIEW AND STRATEGY. 2 2021 HIGHLIGHTS. 2 SELECT FINANCIAL INFORMATION. 4 ONTARIO MINERAL PROPERTY PORTFOLIO LOCATIONS. 5 MINERAL PROPERTY PORTFOLIO GOLD RESERVES. 6 MINERAL PROPERTY PORTFOLIO GOLD RESOURCES. 7 MINERAL PROPERTY PORTFOLIO REVIEW. 8 SELECT QUARTERLY FINANCIAL INFORMATION. 23 RESULTS OF CONTINUING OPERATIONS. 24 FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES. 26 OUTLOOK 27 FINANCIAL INSTRUMENTS. 27 RELATED PARTY TRANSACTIONS. 27 OFFBALANCE SHEET ARRANGEMENTS. 27 FINANCIAL LIABILITIES AND COMMITMENTS 27 NONIFRS MEASURES. 28 ACCOUNTING POLICIES. 28 CRITICAL ACCOUNTING ESTIMATES. 28 CRITICAL ACCOUNTING JUDGMENTS. 28 ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED. 29 RISKS AND UNCERTAINTIES. 29 QUALIFIED PERSONS. 32 SECURITIES OUTSTANDING. 32 DISCLOSURE CONTROLS AND PROCEDURES 32 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING. 33 LIMITATIONS OF CONTROLS AND PROCEDURES 33 FORWARDLOOKING INFORMATION. 34 CAUTIONARY NOTE TO U.S. INVESTORS 34 Page 1 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 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, 2021 and 2020, which are prepared in accordance with International Financial Reporting Standards as issued by the InternationalAccounting Standards Board (“IFRS”). These documents along with additional information on the Company, including the Company’s Annual Information Form (“AIF”) for the yearended December 31, 2021, 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 “forwardlooking statements” and “forwardlooking information” within the meaning of applicable Canadian securities laws. See the section in this MD&A titled“ForwardLooking Information” for further details. In addition, this MD&A has been prepared in accordance with the requirements of Canadian securities laws, which differ in certainmaterial 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 inthis MD&A titled “Cautionary Note to U.S. Investors” for further details. This MD&A contains disclosure of certain nonIFRS financial measures. NonIFRS measures do not have any standardized meaning prescribed under IFRS. See the section in thisMD&A titled "NonIFRS 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, 2022 and all information contained in thisMD&A is current as of March 24, 2022. COMPANY OVERVIEW AND STRATEGY First Mining is advancing a portfolio of gold projects in Canada, with the most advanced project being the Springpole Gold Project (the “Springpole Project" or Springpole”) innorthwestern Ontario, which is one of the largest undeveloped gold projects in Canada. The Company has commenced a Feasibility Study and permitting activities are ongiving with thesubmission of a draft Environmental Impact Statement for the project targeted in 2022. First Mining also owns the Cameron, Deparquet, Duquesne and Pitt gold projects, all advancedstage gold projects in Ontario (in the case of Cameron) and Quebec. The portfolio of gold project interests also includes the Pickle Crow gold project (being advanced by AutecoMinerals Ltd.), the Hope Brook gold project (being advanced in partnership with Big Ridge Gold Corp.), and equity interest in Treasury Metals Inc. (“Treasury Metals”), and a portfolioof 21 gold royalties. In March 2020, the World Health Organization declared the COVID19 outbreak a global pandemic. The Company continues to evaluate the potential impacts arising from COVID19 onall aspects of its business. For the year ended December 31, 2021, there were no significant operational or financial impacts on the Company. 2021 HIGHLIGHTS The following highlights the Company’s developments during fiscal 2021 (including subsequent events up to March 24, 2022). Project Highlights Springpole ·Announced results of a positive PreFeasibility Study (“PFS”) in January 2021. Posttax net present value at a 5% discount rate (“NPV5%”) of US$995 million, posttaxinternal rate of return (“IRR”) of 29% and posttax payback of 2.4 years on initial capital of US$718 million. ·Progressed environmental fieldwork into 2021 and submitted the amended proposed Terms of Reference to Ontario’s Ministry of the Environment, Conservation and Parks(“MECP”) in April 2021, with Ministry approval received on November 9, 2021. Page 2 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 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 43101 Technical Report and PreFeasibilityStudy on the Springpole Gold Project, Ontario Canada” and dated February 26, 2021, was prepared by AGP Mining Consultants Inc. (“AGP”) in accordance with NationalInstrument 43101 Standards of Disclosure for Mineral Projects (“NI 43101”) and is available under First Mining’s SEDAR profile at www.sedar.com. ·Announced BirchUchi greenstone belt consolidation through multiple transactions, increasing the Company’s land package in the Springpole region by 36,000 hectares(“Ha”) to a total of 74,000 Ha of this prospective region which hosts several pastproducing mines, including the newly acquired Sol d’Or mine where there has beendemonstrated historical, highgrade exploration potential. First Mining intends to undertake a comprehensive regional exploration program in 2022, for the first time since itacquired the Springpole Gold Project in 2015, and we will be incorporating these newly acquired and optioned claims into this exploration program. Cameron ·On July 28, 2021, the Company announced that it had entered into an exploration agreement with Animakee Wa Zhing #37 First Nation in respect of the Cameron GoldProject. ·In December 2020, First Mining acquired the East Cedartree claims from Metalore Resources Limited (“Metalore”), thereby consolidating the Company’s land holdings inthe area into a single contiguous block and adding a further 3,200 Ha to the 49,574 Ha that the Company already held in the area. In connection with this acquisition, FirstMining 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 astatutory hold period of four months plus one day from the closing date of the transaction). Pickle Crow ·In March 2021, Auteco completed all expenditure requirements set out in the earnin agreement entered into between First Mining and Auteco dated March 12, 2020 (the“Auteco EarnIn Agreement”) in respect of Stage 1 of Auteco’s earnin to PC Gold Inc. (“PC Gold”). Following the issuance of 100,000,000 Auteco shares to First Miningon June 9, 2021, Auteco satisfied all requirements under the Auteco EarnIn Agreement in respect of Stage 1 of the earnin and earned a 51% interest in PC GoldFirstMining’s whollyowned subsidiary that owns Pickle Crow. Concurrently, the parties executed a joint venture shareholders’ agreement (the “Auteco JV Agreement”) inrespect of PC Gold. ·In August 2021, the Company announced that Auteco had completed Stage 2 of its earnin to Pickle Crow, and as a result, Auteco increased its share ownership in PCGold from 51% to 70% per the terms of the Auteco EarnIn Agreement. In connection with the completion of Stage 2 of the earnin, First Mining received a $1,000,000 cashpayment from Auteco. Hope Brook ·In April 2021, the Company announced that Big Ridge Gold Corp. (“Big Ridge”) (TSXV:BRAU) had entered into an earnin agreement with First Mining (the “Big RidgeEarnIn Agreement”) pursuant to which Big Ridge can earn up to an 80% interest in First Mining’s Hope Brook Gold Project (“Hope Brook”) located in Newfoundland,Canada through a twostage earnin over five years by incurring a total of $20 million in qualifying expenditures, issuing up to 36,500,000 shares of Big Ridge to FirstMining and making a $500,000 cash payment to First Mining. First Mining will retain a 1.5% net smelter return (“NSR”) royalty on Hope Brook, of which 0.5% can bebought back by Big Ridge for $2 million. ·Upon closing the transaction, Big Ridge issued 11,500,000 shares to the Company pursuant to the terms of the Big Ridge EarnIn Agreement, and as a result, the Companyowned approximately 19.8% of the outstanding common shares of Big Ridge immediately after such share issuance. The Company’s share ownership interest in Big Ridgewas subsequently diluted to 14% on June 30, 2021, following a $5,000,000 flowthrough financing by Big Ridge. Québec ·In February 2022, the Company announced that it had acquired, from two individuals, an aggregate of 286,904 common shares of Beattie Gold Mines Ltd. (“Beattie”), aprivate company that owns the mineral rights to mining claims that make up the former Beattie mining concession that form a large part of the Duparquet Gold Projectlocated on the DestorPorcupine Fault in Québec. Together with the 187,839 common shares of Beattie already owned by Clifton Star Resources Inc., a whollyownedsubsidiary of First Mining, the Company now owns 474,743 shares of Beattie, increasing its ownership in Beattie from 10% to 25.3% of the issued and outstandingcommon shares of Beattie. Page 3 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 Corporate Highlights ·On September 29, 2021, the Company filed a final shortform base shelf prospectus (the “Shelf Prospectus”) in Canada, and an accompanying F10 registration statement inthe United States, which will allow First Mining to undertake offerings of various securities listed in the Shelf Prospectus up to an aggregate total of $100,000,000. On July 15,2021, the Company completed a distribution of shares and warrants of Treasury Metals to the Company’s shareholders of record as of July 14, 2021 based upon the finalallocation ratios that were announced by the Company on July 14, 2021. The combined value of the distribution was approximately $20.8 million, and First Mining retained anapproximate 15.4% interest in Treasury Metals following the distribution. ·On October 12, 2021, the Company announced the appointment of James Maxwell as Vice President, Exploration, who will lead the Company’s exploration efforts to surfacethe significant geological potential across its portfolio of gold projects. ·The December 31, 2021 yearend cash balance was $29.5 million, the investments position was $13.3 million and the equity interests in Treasury Metals, PC Gold and BigRidge had a combined carrying value of $38.5 million. SELECT FINANCIAL INFORMATION Financial Results (in $000s Except for per ShareAmounts): For the twelve months ended December 31, 2021 2020 2019 Mineral Property Cash Expenditures(1) $15,771 $17,629 $6,031 Net Loss (38,350) (32,815) (6,959)Total Cash Used in Operating Activities(3) (6,443) (4,222) (4,200)Basic and Diluted Net Loss Per Share (in Dollars)(3) $(0.05) $(0.05) $(0.01) Financial Position (in $000s): December 31, December 31, December 31, 2021 2020 2019 Cash and Cash Equivalents $29,516 $28,901 $5,902 Working Capital(2) 33,956 9,201 5,780 Investments 13,386 18,425 1,775 Mineral Properties 170,017 179,429 252,815 Investment in Treasury Metals Inc. 15,400 63,812 Investment in PC Gold Inc. 21,570 Investment in Big Ridge Gold Corp. 1,491 Total Assets 260,309 301,213 268,020 Total Noncurrent Liabilities $26,429 $16,835 $3,139 (1)This represents mineral property expenditures per consolidated statements of cash flows. (2)This is a nonIFRS measurement with no standardized meaning under IFRS and may not be comparable to similar financial measures presented by other issuers. For furtherinformation please see the section in this MD&A titled “NonIFRS Measures”. (3)Per the consolidated statement of cash flows in each corresponding period. (4)The basic and diluted loss per share calculations result in the same amount due to the antidilutive effect of outstanding stock options and warrants. Net Loss Fluctuations in net loss are typically caused by noncash items. Removing the impact of these noncash items shows that the income statement loss from operationalactivities is more consistent, however it increased in the year ended December 31, 2021, mostly due to professional fees associated with the Treasury Metals distribution includingtransfer agent fees, investor marketing campaign expenses and higher consultancy expenses. Page 4 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 Cash and Cash Equivalents the increase in 2021 was primarily attributable to proceeds from the sales of shares of First Majestic Silver Corp. (“First Majestic”) that were issued to theCompany pursuant to the silver purchase agreement that First Mining entered into with First Majestic on June 10, 2020 (the “Silver Purchase Agreement”) as well as the US$3,750,000cash payment that the Company received from First Majestic pursuant to the terms of the Silver Purchase Agreement, predominantly offset by cash used in operational activities andinvesting activities at the Company’s mineral projects. See the section in this MD&A titled “Financial Condition, Liquidity and Capital Resources”. Total Assets – decreased relative to December 2020 primarily due to the distribution of Treasury Metals shares and warrants, and the noncash impairment recorded on the equityaccounted Treasury Metals investment. ONTARIO MINERAL PROPERTY PORTFOLIO LOCATIONS (1) (1)Pickle Crow is subject to the Auteco EarnIn Agreement pursuant to which Auteco is the operator of the project and owns 70% of PC Gold, the joint venture company thatowns the project (PC Gold was formerly a whollyowned subsidiary of First Mining until Auteco completed stage 1 of its earnin to PC Gold in June 2021). Page 5 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 MINERAL PROPERTY PORTFOLIO GOLD RESERVES (1) 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 ofIndicated Mineral Resources within the current pit design. The Mineral Reserves for the Springpole Gold Project are shown below (for further details, see the technical report entitled “NI43101 Technical Report and PreFeasibility Study on the Springpole Gold Project, Ontario Canada” dated February 26, 2021, which was prepared by AGP Mining Consultants Inc.(“AGP”) in accordance with NI 43101 and is available under First Mining’s SEDAR profile at www.sedar.com): Springpole Proven and Probable Reserves Category Tonnes (Mt) GradeAu (g/t) GradeAg (g/t) Contained MetalAu (Moz) Contained MetalAg (Moz) Proven 0.0 0.0 0.0 0.0 0.0 Probable 121.6 0.97 5.23 3.8 20.5 Total 121.6 0.97 5.23 3.8 20.5 Notes: (1)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. (2)The Mineral Reserve estimate was completed under the supervision of Gordon Zurowski, P.Eng., of AGP, a Qualified Person as defined under NI 43101. (3)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. (4)The equivalent cutoff grade was 0.34 g/t gold (“Au”) for all pit phases. (5)The mining cost averaged $2.75/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%. (6)The exchange rate assumption applied was $1.30 equal to US$1.00. Page 6 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 MINERAL PROPERTY PORTFOLIO GOLD RESOURCES (1) Project Tonnes GoldGrade (g/t) SilverGrade (g/t) Contained GoldOunces (oz) Contained SilverOunces (oz) Measured Resources Cameron Gold Project(2) 3,360,000 2.75 297,000 Duparquet Gold Project(3) 18,470 1.52 901 Indicated Resources Springpole Gold Project(4) 151,000,000 0.94 5.00 4,600,000 24,300,000 Hope Brook Gold Project 5,500,000 4.77 844,000 Cameron Gold Project(5) 2,170,000 2.40 167,000 Duparquet Gold Project(3) 7,122,070 1.73 396,134 Duquesne Gold Project 1,859,200 3.33 199,161 Inferred ResourcesSpringpole Gold Project(4) 16,000,000 0.54 2.80 300,000 1,400,000 Hope Brook Gold Project 836,000 4.11 110,000 Cameron Gold Project(6) 6,535,000 2.54 533,000 Pickle Crow Gold Project (30%) (7) 2,835,600 4.10 369,150 Duparquet Gold Project(3) 4,066,284 1.85 242,312 Duquesne Gold Project 1,563,100 5.58 280,643 Pitt Gold Project 1,076,000 7.42 257,000 Total Measured Resources 3,378,470 2.74 297,901 Total Indicated Resources 167,651,270 1.14 5.00 6,206,295 24,300,000 Total Measured and Indicated Resources 171,029,740 1.18 5.00 6,504,196 24,300,000 Total Inferred Resources 32,911,984 1.96 2.80 2,092,105 1,400,000 Notes: (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 propertydescription within the section “Mineral Property Portfolio Review” in this MD&A or in the Company’s AIF for the year ended December 31, 2021, which is available underthe Company’s SEDAR profile at www.sedar.com. (2)Comprised of 2,670,000 tonnes of pitconstrained (0.55 g/t Au cutoff) Measured Mineral Resources at 2.66 g/t Au, and 690,000 tonnes of underground (2.00 g/t Au cutoff)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 MineralResources 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 cutoff grade of 0.30 g/t Au. Cutoff grades are based on a priceof 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. SilverMineral Resources shown in separate column with grade representing silver g/t, and contained ounces representing g/t Ag, and contained ounces representing Ag. (5)Comprised of 820,000 tonnes of pitconstrained (0.55 g/t Au cutoff) Indicated Mineral Resources at 1.74 g/t Au, and 1,350,000 tonnes of underground (2.00 g/t Au cutoff)Indicated Mineral Resources at 2.08 g/t Au. (6)Comprised of 35,000 tonnes of pitconstrained (0.55 g/t Au cutoff) Inferred Mineral Resources at 2.45 g/t Au, and 6,500,000 tonnes of underground (2.00 g/t Au cutoff)Inferred Mineral Resource at 2.54 g/t Au. (7)The Pickle Crow Gold Project contains total Inferred Mineral Resources of 9,452,000 tonnes at 4.10 g/t Au, for a total of 1,230,500 ounces Au. This is comprised of 1,887,000tonnes of pitconstrained (0.50 g/t Au cutoff) Inferred Mineral Resources at 1.30 g/t Au, and 7,565,000 tonnes of underground Inferred Mineral Resources that consist of: (i) abulk tonnage, longhole stoping component (2.00 g/t Au cutoff); and (ii) a highgrade cutandfill component (2.60 g/t Au cutoff) over a minimum width of 1 metre. FirstMining owns 30% of the Pickle Crow Gold Project, and 70% is owned by Auteco Minerals Ltd. The Inferred Mineral Resources for Pickle Crow shown in the above tablereflects First Mining’s percentage ownership interest in the Pickle Crow Gold Project. Page 7 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 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, 2021 and December 31, 2020, the Company had capitalized the following acquisition, exploration and evaluation costs to its mineral properties: (in $000s) Springpole Cameron Duquesne/Pitt HopeBrook PickleCrow Goldlund Others (1) Total Balance December 31, 2019 $76,775 $27,374 $7,217 $20,071 $19,263 $98,894 $3,221 $252,815 2020 acquisition and capitalized net expenditures 11,132 4,501 12 541 5,723 1,609 114 23,632 Disposal, impairment or reclassification (100,503) 3,485 (97,018)Balance December 31, 2020 $87,907 $31,875 $7,229 $20,612 $24,986 $ $6,820 $179,429 2021 acquisition and capitalized net expenditures 16,158 454 15 100 3,273 1,748 21,748 Disposal, impairment or deconsolidation (2,685) (28,259) (216) (31,160)Balance December 31, 2021 $104,065 $32,329 $7,244 $18,027 $ $ $8,352 $170,017 (1)Other mineral properties as at December 31, 2021 and December 31, 2020 include: (i) the mining claims and concessions located in the Township of Duparquet, Quebéc, whichare near the Company’s Duquesne gold project; (ii) the cash and share payments that the Company has made to date pursuant to eight agreements for properties in Ontario’sBirchuchi greenstone belt including five under option (see below), (iii) a 1.5% NSR Royalty under the terms of an NSR Royalty Agreement dated August 7, 2020 between theCompany, Treasury Metals and Goldlund Resources Inc., a whollyowned subsidiary of Treasury Metals, which was reclassified from “Goldlund” to “Others” during the yearended December 31, 2020; and (iv) the cash and share payments that the Company has received to date pursuant to the option agreement that the Company entered into withMomentum Minerals Ltd. (“Momentum”) with respect to the Company’s Turquoise Canyon property in Nevada (Momentum was subsequently acquired by IM ExplorationInc. on July 6, 2021 – IM Exploration Inc. was renamed to Westward Gold Inc. on October 7, 2021). CANADIAN GOLD PROJECTS Material 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, 282 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 BirchUchi Greenstone Belt. Thelarge, open pittable resource is supported by significant infrastructure, including a 38person onsite camp, winter road access, a logging road within 15 km of the camp, and nearby powerlines 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 4.6 millionounces of gold and 24 million ounces of silver in the Indicated Mineral Resource category, the Springpole Gold Project is one of the largest undeveloped gold projects in Ontario1. During the year ended December 31, 2021, the most significant expenditures at the Springpole Gold Project were: ·$4,762,000 in connection with ongoing environmental permitting and community consultations; ·$2,260,000 for site employees’, contractors’ salaries and management salaries allocations;______________________________ 1 Source: S&P Market Intelligence database as of October 16, 2021. Ranking among undeveloped primary gold resources per jurisdiction. Page 8 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 ·$2,017,000 in connection with land tenure and advanced royalty acquisitions; ·$1,990,000 in connection with data collection activities; ·$1,409,000 in connection with the Springpole PFS; and ·$923,000 in connection with fuel charges. During the year ended December 31, 2021, and up to the date of this report in 2022, the most significant operational developments at the Springpole Gold Project were: 1. 2022 Technical Programs Since completing the PFS for Springpole in January 2021, First Mining has been engaged in a number of significant technical programs to further optimize the development plan forSpringpole and to further define the project scope for the Environmental Assessment (“EA”) process and into the Feasibility Study (“FS”) process. These programs are ongoing andinclude Feasibilitylevel metallurgical test work, reviewing opportunities to reduce the project’s greenhouse gas footprint (“GHG”), exploring renewable power generation opportunities,environmental data collection, and EA document preparation. Metallurgical Program The focus of the Feasibilitylevel metallurgical program is to confirm metallurgical information and the process design of the PFS and explore opportunities to enhance metal recoveriesand reduce operating and capital costs for Springpole by testing advanced flotation technologies, including the Woodgrove Direct Flotation Reactor. The metallurgical testing in 2021took 2.4 tonnes of metallurgical samples collected from 10 drill holes to form three production composites that underwent advanced metallurgical testing, as well as 10 variabilitycomposites. The initial results support the test work and assumptions that were used in the PFS and warrant a more detailed analysis of simplifying the flotation flow sheet, compared tothe PFS. Filtration test work is also underway to optimize the size of the filter plant that feeds the drystack tailings facility. There is a potential opportunity to reduce the size of the filter plantwhich may represent a potential decrease to the initial process plant capital cost, when compared to the PFS. More detailed analysis will be completed during the FS. First Mining will release results from the metallurgical program when it is completed, which is expected to be in Q2 2022. GHG Footprint Reduction – Electric Assist Haul Trucks Following the completion of the PFS, First Mining completed an analysis of potential GHG emissions from the Project and determined that opportunities exist to reduce GHG emissionsby reducing diesel consumption associated with the haul trucks with the addition of trolley assist in various areas of the mine. Given that the Project is scoped to be connected to thepower grid, First Mining commissioned AGP to study the impact and benefit of a number of electric haul assist technologies. More detailed analysis is warranted and will be carried outduring the FS. Renewable Power Generation Opportunities First Mining commissioned SLR Consulting Inc. (“SLR”) to complete an initial scoping study of the opportunities to incorporate renewable power generation into the projectdevelopment plan at Springpole. The Springpole area is endowed with potentially economic wind and solar resources, as well as a significant biomass opportunity which has beenpreviously studied for the region. The SLR study concluded that wind and solar were both viable potential supplemental power sources for the Project that warrant further study. Infurtherance of this, First Mining has commenced sitespecific, investment grade data collection for wind resources and will explore opportunities with the local communities to betterunderstand avenues for partnership in a potential renewable power development. Page 9 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 Environmental Data Collection The 2021 environmental field work activities involved a comprehensive program to supplement the baseline data that had been collected over several previous years. The studiescovered a broad range of disciplines across the biological, physical and human environments including air quality, noise, surface water, groundwater, geochemistry, aquatic biology,terrestrial vegetation and wildlife, archaeology, and cultural heritage. Two air quality monitoring stations near the Project site have been established to gather continuous samples, andnoise levels were measured at two monitoring locations under “leaveson” and “leavesoff” conditions. Surface water studies included monthly surface water quality sampling at 25 locations, flow measurements at six locations, and lake level measurements at eight locations.Hydrogeological testing was conducted to improve the understanding of groundwater movement in the area and groundwater quality samples were collected at 11 monitoring wells. Thegeochemical characterization program included static and kinetic testing of mine rock and tailings as well as static testing of aggregate and overburden. An aerial survey was undertakenearly in the year to study Boreal Caribou and other ungulates and furbearers. Other key wildlife and habitat studies included bird and bat surveys as well as vegetation community and wetland mapping. Extensive aquatic studies were undertaken including fishcommunity and habitat assessments, fish tissue sampling, as well as plankton and benthic invertebrate studies. A Stage 2 Archaeological Assessment for the mine site area and culturalheritage information gathering and evaluation were also completed in 2021. The information collected will inform the EA and First Mining will continue to collect data on the existingenvironment in 2022 to support future permitting. Environmental Assessment Preparation Following a successful environmental field season and the approval of the Provincial EA Terms of Reference on November 8, 2021, Wood plc, on behalf of First Mining, has undertakentechnical modelling to inform the EA documentation covering key areas of the environment at Springpole, including geochemistry, groundwater quantity and quality, surface waterquality, hydrology, air quality, noise and vibration, and terrestrial components. The technical work is being documented and will be presented in a draft EA that will be publiclydisclosed and available for review when completed. Key Catalysts for Springpole Project Development in 2022 First Mining is anticipating a number of important project advancements in 2022, including: ·Commencement of Feasibility Study process ·Results of metallurgical studies expected in Q2 2022 ·Final results of other process optimization tradeoff studies to be included in the FS ·Completion and submission of the Draft Environmental Assessment 2. Completion of PreFeasibility Study On January 20, 2021, First Mining announced the results of a positive PFS for the Springpole Gold Project. The PFS evaluates recovery of gold and silver from a 30,000 tonneperday(“tpd”) open pit operation at Springpole, with a process plant that will include crushing, grinding, and flotation, with fine grinding of the flotation concentrate and agitated leaching ofboth the flotation concentrate and the flotation tails followed by a carboninpulp recovery process to produce doré bars. For full details regarding the PFS for the Springpole GoldProject, see the technical report, entitled “NI 43101 Technical Report and PreFeasibility Study on the Springpole Gold Project, Ontario Canada” dated February 26, 2021, which wasprepared by AGP in accordance with NI 43101 and is available under First Mining’s SEDAR profile at www.sedar.com.prepared by AGP in accordance with NI 43101 and is available under First Mining’s SEDAR profile at www.sedar.com. PFS Highlights ·US$1.5 billion pretax NPV5% at US$1,600 per ounce /(“oz”) Au, increasing to US$1.9 billion at US$1,800/oz Au·US$995 million posttax NPV5% at US$1,600/oz Au, increasing to US$1.3 billion at US$1,800/oz Au·36.4% pretax internal rate of return (“IRR”); 29.4% aftertax 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 lowergrade stockpiles for the balance of the mine life Page 10 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 ·Aftertax payback of 2.4 years·Declaration of Mineral Reserves: Proven and Probable Reserves of 3.8 Moz Au, 20.5 Moz 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)·Allin 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$) of 0.75. All currencies in the PFS are reported inU.S. dollars unless otherwise specified. NPV calculated as of the commencement of construction and excludes all preconstruction costs.(1) Total cash costs consist of mining costs, processing costs, minelevel general and administrative (“G&A”) costs, treatment and refining charges and royalties.(2) AISC consists of total cash costs plus sustaining and closure costs. Economic Sensitivities The economics and cash flows of the Springpole Gold Project are highly sensitive to changes to the gold price. Springpole Economic Sensitivity to Gold Price (base case in bold) Gold Price (US$/oz)$1,400$1,600$1,800$2,000PreTax NPV5%US$1.04 billionUS$1.48 billionUS$1.92 billionUS$2.36 billionPreTax IRR28.9%36.4%43.2%49.5%AfterTax NPV5%US$690 millionUS$995 million$1.30 billion$1.60 billionAfterTax IRR23.3%29.4%35.0%40.1% Springpole Economic Sensitivity to Initial Capital Costs (base case in bold) Initial Capital Costs+10%US$718 million10%PreTax NPV5%US$1.34 billionUS$1.48 billionUS$1.61 billionPreTax IRR30.1%36.4%44.1%AfterTax NPV5%US$875 millionUS$995 millionUS$1,102 millionAfterTax IRR23.8%29.4%36.3% Springpole Economic Sensitivity to Operating Costs (base case in bold) Operating Costs+10%US$2.21 billion10%PreTax NPV5%US$1.33 billionUS$1.48 billionUS$1.63 billionPreTax IRR34.1%36.4%38.6%AfterTax NPV5%US$890 millionUS$995 millionUS$1,098 millionAfterTax IRR27.6%29.4%31.3% 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 Springpoledistrict, and readers are cautioned that Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. First Mining believes that the Springpole GoldProject has several avenues for resource expansion, both within the existing property footprint and regionally in the underexplored BirchUchi Greenstone belt. As at December 31, 2021,5,654 m of metallurgical drilling, 3,022 m of geotechnical drilling and 705 m of exploration drilling had been completed in 2021, for a total of 9,381 m. Page 11 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 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. Theseopportunities include: ·Existing Resource Upgrades. Inferred Mineral Resources are contained within the existing pit design, and with additional infill drilling, these resources may potentially supportconversion of some or all of this material into Indicated Mineral Resources that could be converted to Probable Mineral Reserves and evaluated in an FS for the Project.·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 asother process optimizations.·Further Geotechnical Studies. A better hydrogeological and geotechnical understanding may increase pit slope angles, potentially reducing costs associated with mining wastematerial.·Additional Mineralization. There are geophysical and geological targets in the area around the current resource, where additional drilling has the potential to identify additionalmineralization that could support Mineral Resource estimation with upside potential for the LOM. 3. 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 agreed to pay First Mining total consideration of US$22.5million (the “Advance Payment”), in 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 “SilverStream”). The transaction closed on July 2, 2020, and under the terms of the transaction: ·US$10 million was paid by First Majestic on closing the transaction, with US$2.5 million paid in cash and the remaining US$7.5 million satisfied by the issuance to First Miningof 805,698 common shares of First Majestic (the “First Majestic Shares”); ·US$7.5 million was paid by First Majestic upon First Mining publicly announcing the completion of a positive PFS for the Springpole Gold Project, with US$3.75 million paid incash and the remaining US$3.75 million satisfied by the issuance to First Mining of 287,300 First Majestic Shares (the number of First Majestic shares issued was based on the20day volumeweighted average trading price (“VWAP”) of the First Majestic Shares on the TSX at the time); and ·US$5 million is payable by First Majestic upon First Mining receiving approval of a federal or provincial EA for the Springpole Gold Project, with US$2.5 million payable incash and US$2.5 million payable in First Majestic Shares (based on 20day VWAP of the First Majestic Shares on the TSX at the time). In addition, upon closing the transaction on July 2, 2020, First Mining issued 30 million common share purchase warrants (“First Mining Warrants”) to First Majestic pursuant to theterms 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 aresult of the distribution of shares and warrants of Treasury Metals that was completed on July 15, 2021, pursuant to the adjustment provisions of the First Mining Warrants, theexercise price of these warrants was reduced, and the number of these warrants was increased. In the event the Company were to default, First Majestic may terminate the Silver Purchase Agreement and the Advance Payment received by First Mining at that time would becomerepayable. The Silver Stream has an initial term of 40 years from July 2, 2020. The term is automatically extended by successive 10year periods as long as the life of mine continues forthe Springpole Gold Project. 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 Agreementequal 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 aprice 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. FirstMining 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. Page 12 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 The proceeds received by First Mining are being used to advance the Springpole Gold Project through the PFS/FS process and will also be used to advance the project through thefederal and provincial EA processes. 4. Environmental Permitting and Baseline Data First Mining continues to advance the Springpole Gold Project through the federal and provincial EA processes. The final Terms of Reference was approved by the Ontario Ministry ofthe Environment, Conservation and Parks in November 2021 following a comprehensive consultation process. First Mining is working on developing draft EA reports that are expectedto be completed and issued for consultation in April 2022. Consultation on the draft EA with Indigenous communities, agencies and stakeholders will take place throughout 2022 inorder to shape the final EA submission. Environmental data collection will continue through 2022 to continue to supplement the existing dataset to support the final EA and future permitting. All EArelated materials arepublicly available through First Mining’s website at www.firstmininggold.com. The Springpole permitting timeline is as follows: Note: The timeline set out above is a preliminary estimate only. The Company will provide more definitive timelines as the permitting process progresses; EA EnvironmentalAssessment; EIS Environmental Impact Statement 5. Regional land acquisitions – BirchUchi Greenstone Belt The BirchUchi Greenstone Belt has been historically underexplored and has only seen a fraction of the exploration work that has been done in the Red Lake and Pickle Lake belts.Exploration activity has been increasing in the area north and west of Springpole in the last 18 months. There are several pastproducing gold mines in the region including: Argosy –100,000 oz. at 11.4 g/t Au; Uchi – 114,000 oz. at 4.7 g/t Au and a number of smaller gold and base metal mines including the Jackson, Manion, HudsonPatricia, Bathurst and Sol d’Ormines, which produced gold in the 1930s at grades of 17.5 g/t Au. Page 13 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 First Mining has significantly increased its land package in the region in 2021 through acquisitions and option agreements, resulting in a total controlled area of approximately 74,000 Ha.The Company continues to evaluate additional consolidation opportunities and Districtscale exploration opportunities. The Company has recently acquired the pastproducing highgrade Sol d’Or mine, optioned the Vixen North property with significant gold mineralization in surface samples which islocated nearby the pastproducing Argosy mine and optioned properties containing the HighGrade Island prospect where historical drilling intersected grades up to 245 g/t Au. The following table summarizes the recent transactions and existing land packages which have been combined to build this interesting district exploration opportunity: Property Vendor Ha Type CashUpfront SharesUpfront Option% WorkCommitment Notes Horseshoe Island (2015) Gold Canyon 3,542 Purchase N/a 100% Original 2015 acquisitionof Gold CanyonResources Satterly Lake (2017) DLKMinerals/Perry English 2,368 Purchase $30,000 $130,000 100% Swain Post (2021) Exiro Minerals 4,786 Option $35,000 $50,000 100% 3 years of optionpayments Swain Lake (2021) Whitefish 1,640 Option $50,000 $125,000 100% $500,000 3 years of optionpayments Shabumeni/Casummit (2021) Bounty Gold 4,480 Purchase $125,000 100% Perry English (2021) Gravel Ridge 646 Purchase $44,000 100% Sol d’Or (2021) Gravel Ridge 40 Purchase $20,000 100% Vixen (2021) ALX 10,614 Option $250,000 $100,000 100% $500,000 3 years of optionpayments Birch Lake (2021) Pelangio 3,702 Option $50,000 $87,500 80% $3,500,000 4 years of optionpayments Stargazer/Horseshoe East (2021) John Fingas 1,614 Option $12,000 100% $350,000 3 years of optionpayments Red Lake Claims (2022) Solstice Gold 3,552 Purchase $35,000 $1,100,000 100% On February 18, 2021, the Company entered into a threeyear option agreement pursuant to which First Mining may earn a 100% interest in Exiro’s Swain Post property located innorthwestern Ontario through future cash and share payments of approximately $250,000 to Exiro during the term of the option, and by completing all assessment work requirements onthe property during the option term. The Swain Post property comprises 237 single cell mining claims covering nearly 5,000 hectares. It is located approximately 5 km west of FirstMining’s westernmost property boundary at Springpole. On April 29, 2021, the Company and its whollyowned subsidiary, Gold Canyon, entered into an earnin agreement with Whitefish Exploration Inc. which gives First Mining the right toearn, through Gold Canyon, an initial 70% interest in the Swain Lake property by making cash payments totaling $200,000 and share payments totaling $425,000, and by incurring at least$500,000 worth of expenditures on the Swain Lake property during the first 3 years of the earnin term. Upon completing the first stage of the earnin, First Mining will hold, through GoldCanyon, a 70% interest in the Swain Lake property and will have an additional period of 2 years within which to acquire the remaining 30% of the property by paying $1 million in cash toWhitefish and by issuing $1 million worth of First Mining Shares to Whitefish. If the second stage of the earnin is not completed, Whitefish and Gold Canyon will enter into a jointventure agreement with respect to the Swain Lake property. The Swain Lake property comprises 82 single cell mining claims covering 1,640 hectares. It is located approximately 2 km from First Mining’s westernmost property boundary atSpringpole and immediately to the east of the Swain Post property. Page 14 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 On September 7, 2021, the Company and its whollyowned subsidiary, Gold Canyon, entered into an earnin agreement with ALX which gives First Mining the right to earn, through GoldCanyon, an initial 70% interest in ALX’s Vixen North, Vixen South and Vixen West properties in northwestern Ontario (collectively, the “Vixen Properties”) by making cash paymentstotaling $550,000 and share payments totaling $400,000, and by incurring at least $500,000 worth of expenditures on the Vixen Properties during the first 3 years of the earnin term. Uponcompleting the first stage of the earnin, First Mining will hold, through Gold Canyon, a 70% interest in the Vixen Properties and will have an additional period of 2 years within which toacquire the remaining 30% of the properties by paying $500,000 in cash to ALX and by issuing $500,000 worth of First Mining Shares to ALX. If the second stage of the earnin is notcompleted, ALX and Gold Canyon will enter into a joint venture agreement with respect to the Vixen Properties. On October 4, 2021, the Company announced it had entered into an earnin agreement with Pelangio Exploration Inc. (“Pelangio”) which gives First Mining the right to earn, throughGold Canyon, up to an 80% interest in Pelangio’s Birch Lake and Birch Lake West properties (collectively, the “Birch Lake Properties”) over the course of two stages and a period ofsix years. Initially, First Mining (through Gold Canyon), may earn a 51% interest in the Birch Lake Properties by making cash payments totaling $350,000, issuing a total of 1,300,000 FirstMining Shares and by incurring at least $1,750,000 worth of expenditures on the Birch Lake Properties during the first 4 years of the earnin term. Upon completing the first stage of theearnin, First Mining will have an additional period of 2 years within which to acquire a further 29% interest in the Birch Lake Properties by paying $400,000 to Pelangio in cash or FirstMining Shares (at First Mining’s sole discretion) and by incurring an additional $1,750,000 worth of expenditures on the Birch Lake Properties. Upon completing the second earninstage, First Mining will hold a 80% interest in the Birch Lake Properties, and Gold Canyon and Pelangio will enter into a joint venture agreement with respect to the properties (if FirstMining notifies Pelangio at any time after exercising the first earnin that it will not complete the second earnin stage, the joint venture will be formed as of the date of such notice, andFirst Mining will hold, through Gold Canyon, a 51% interest in the Birch Lake Properties). Page 15 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 The Birch Lake Properties include the HighGrade Island Prospect, which is located to the northeast of First Mining’s Springpole Gold Project. The Birch Lake Properties coverapproximately 3,700 hectares. On October 29, 2021, the Company entered into a three year earnin agreement with a private individual pursuant to which First Mining may earn a 100% interest in the Stargazer andother properties (the “Stargazer Properties”) in northwestern Ontario by making cash and share payments of $250,000 to the private individual during the term of the option, and byincurring at least $350,000 worth of expenditures on the Stargazer Properties during the threeyear option term. 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 (CameronLake Shear Zone) which dips steeply to the northeast. A technical report for the Cameron Gold Project entitled “Technical Report on the Cameron Gold Deposit, Ontario, Canada” anddated January 17, 2017, was prepared by Optiro Pty Limited in accordance with NI 43101 and is available under the Company’s SEDAR profile at www.sedar.com. The project benefitsfrom excellent infrastructure with yearround highway access, a functioning camp, a powerline within 20 km and is 88 km from New Gold’s Rainy River gold mine. Page 16 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 The recent acquisition of the East Cedartree claims consolidates a strategic section of the Cameron Gold Project and has resulted in an increase in over 3,200 Ha of prospective mineraltenure as compared to the original Cameron Gold Project land package. During the year ended December 31, 2021, the most significant expenditures at the Cameron Gold Project were: ·$221,000 for site employees’ salaries and management salary allocations; ·$87,000 in connection with exploration and technical consulting; and ·$32,000 for provincial and municipal taxes. On December 3, 2020, the Company entered into an asset purchase agreement with Metalore to acquire its East Cedartree claims. The transaction closed on December 9, 2020. Under theterms 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 MineralResource estimate that was prepared in accordance with NI 43101 and encompass a highly favourable geological setting for new gold discoveries in close proximity to the existingknown 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 asingle contiguous block and adds a further 3,200 Ha to the 49,574 Ha that First Mining already holds in the district. As a result of the acquisition of the East Cedartree claims, theCameron Gold Project now covers an area of 52,774 Ha and comprises 24 patented claims, 2,001 mining claims, 4 mining leases, and 7 Licenses of Occupation. In 2021 First Mining completed surface water and groundwater quality sampling on and around the Cameron Gold Project in order to maintain a dataset to support any future permitting.First Mining continues to regularly share updates and information about the Cameron Gold Project with local Indigenous communities. Animakee Wa Zhing #37 First Nation and FirstMining signed an exploration agreement in June 2021. In addition, First Mining has signed a negotiation protocol with Naotkamegwanning First Nation and is moving forward withdiscussions regarding a potential exploration agreement. Page 17 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 Following First Mining’s recent hire of a Vice President, Exploration, the Company’s plans at Cameron are to undertake an approximate 4,000 m drill program at the project in 2022 in orderto increase our understanding of the local geology and identify new drill targets on the project and, in particular, at the East Cedartree claims which the Company acquired at the end of2020. NonMaterial Projects Pickle Crow Gold Project, Ontario The Pickle Crow Gold Project covers an area of 19,033 Ha and comprises 104 patented claims and 932 mining claims. The area is located in northwestern Ontario and is covered by theTreaty Nine First Nations Agreement. Extensive infrastructure in place or proximal to the Pickle Crow Gold Project includes a 200 tpd gravity mill on site, generators and fuel storage andgravel 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 highgrade operating mine until the late1960s having reportedly produced 1.5 million ounces at 16 g/t gold from 1935 until 1966. Following the Auteco transaction in 2020, a 45,000 m drill program has recently been completed and a second drill program of 50,000 m was approved in 2021 with five diamond drill rigsactive onsite. This program is ongoing in 2022 and the focus is to identify additional shallow, highgrade gold resources near existing resource area. EarnIn Agreement with Auteco Minerals On March 12, 2020, the Company and Auteco executed the Auteco EarnIn Agreement, pursuant to which Auteco, through one of its subsidiaries, can earn an 80% interest in PC Gold,First Mining’s then whollyowned subsidiary that owns Pickle Crow. A summary of the transaction is set out in the table below and additional detail related to the earnin arrangement isincluded in the Company’s news release dated March 12, 2020. PC Gold Earnin Summary (Pickle Crow Gold Project) Upfront Consideration (Complete)Stage 2 Earnin (additional 19% earnin) (Complete)· $100,000 cash upon signing term sheet and agreement· $5,000,000 in project exploration spend· 25 million shares of Auteco on signing of formal agreement· $1,000,000 cash to First MiningStage 1 Earnin (51% earnin) (Complete)· 2% NSR royalty (1% buyback for US$2.5M)· $5,000,000 in project exploration spendBuyIn (additional 10% earnin at any time) (Ongoing)· 100 million shares of Auteco· $3,000,000 cash to First MiningAdditional Terms: · Joint venture created upon completion of Stage 1· First Mining free carried to a decision to mine In the first quarter of 2021, Auteco confirmed to the Company that it had completed the Stage 1 earnin exploration expenditure requirement of $5,000,000. Auteco held a meeting of itsshareholders in May 2021 to approve the issuance of 100,000,000 Auteco shares to First Mining, and having obtained shareholder approval and listing approval from the AustralianSecurities Exchange (the “ASX”), Auteco issued the 100,000,000 Auteco shares to First Mining on June 9, 2021. As a result, Auteco earned, through a subsidiary, an initial 51% interestin PC Gold, First Mining’s previously whollyowned subsidiary, and First Mining and the Auteco subsidiary executed the Auteco JV Agreement in respect of PC Gold. On August 30, 2021, the Company announced that Auteco had completed the Stage two requirements of the earnin by paying $1,000,000 in cash to First Mining and incurring a further$5,000,000 in exploration expenditures, and as a result Auteco, through its subsidiary, had increased its ownership interest in PC Gold from 51% to 70%, and the parties entered into aroyalty agreement with respect to the Pickle Crow NSR. Auteco has an option to acquire an additional 10% equity interest in PC Gold (the “BuyIn Right”), exercisable any time following completion of the Stage 2 earnIn, by paying FirstMining $3,000,000 in cash. First Mining’s then remaining residual 20% interest in PC Gold (and thereby, Pickle Crow) would be carried until a construction decision in respect of PickleCrow, which is to be made after a final feasibility study and following Auteco having arranged sufficient financing to achieve commercial production. Page 18 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 Following the completion of the Stage 1 earnin by Auteco, First Mining’s percentage ownership of the subsidiary PC Gold was diluted from 100% to 49%, which resulted in a loss ofcontrol and a deconsolidation of PC Gold from First Mining’s financial statements. First Mining has determined that its investment in the common shares of PC Gold gives it significantinfluence over PC Gold, resulting in PC Gold being recorded on First Mining’s financial statements using the equity method of accounting as an investment in associate. The initialrecognition of the investment in associate was accounted for at a fair value using a peer group analysis of comparable projects and their in situ gold $/oz prices relative to the PickleCrow Gold Project. The gain on deconsolidation was calculated as a result of derecognizing the net assets of PC Gold and recognizing the fair value of the investment in associate net ofthe BuyIn Right held by Auteco. At the time of deconsolidation of PC Gold in Q2 2021, management estimated a fair value for the Stage 2 and final Auteco earn in options of $17,306,000 based on the portion of the fairvalue of the PC Gold investment that the Company would be required to divest net of any future proceeds from Auteco. Following completion of the Stage 2 earnin in Q3 2021 the Stage2 option liability of $12,959,000 was settled and the Company delivered the additional 19% interest in PC Gold to Auteco. A corresponding reduction in the equity accounted investmentin PC Gold was also recorded as a result of this dilution. The $4,347,000 remaining balance of the Option – PC Gold as at December 31, 2021 represents the additional obligation to delivershares of PC Gold that would result from Auteco exercising its option to acquire an additional 10% equity interest in PC Gold. Following the receipt of $3,000,000 and the exercise of thisoption First Mining’s ownership in PC Gold would reduce to 20%. On February 28, 2019, PC Gold received a letter from the Acting Director, Mine Rehabilitation, at the Ontario Ministry of Energy, Northern Development and Mines (“MENDM”), whichrequired 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 andsubmitted 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 dueon November 1, 2019. PC Gold was granted an extension and Auteco is now working with the Ministry towards the filing of the closure plan in 2022. The Company and Auteco will beresponsible for their pro rata share of any bond requirements for the mine closure plan for the Pickle Crow Gold Project pursuant to the Auteco JV Agreement. Hope Brook Gold Project, Newfoundland The Hope Brook Gold Project covers an area of 26,650 Ha in Newfoundland, including six mineral licenses, with a deposit hosted by pyritic silicified zones occurring within a deformed,strikeextensive advanced argillic alteration zone. A technical report for the Hope Brook Gold Project entitled “2015 Mineral Resource Estimate Technical Report for the Hope Brook GoldProject, Newfoundland and Labrador, Canada” and dated November 20, 2015, was prepared by Mercator Geological Services Limited in accordance with NI 43101 and is available underthe Company’s SEDAR profile at www.sedar.com. The resource covers 1.5 km of an 8 km mineralized structure. Substantial infrastructure at the property includes a ramp to 350 m below surface with vent raise, linepower 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 1987to 1997. EarnIn Agreement with Big Ridge Gold On April 6, 2021, First Mining announced that it had entered into the Big Ridge EarnIn Agreement pursuant to which Big Ridge may earn up to an 80% interest in Hope Brook. Asummary of the transaction is set out in the table below and additional detail related to the earnin arrangement is included in the Company’s news release dated April 6, 2021. Hope Brook Gold Project Earnin Summary Upfront Consideration (Complete)Stage 2 Earnin (additional 29% earnin over 2 years)· $100,000 cash upon closing · $10,000,000 in project exploration spend · 11.5 million shares of Big Ridge upon closing· Up to 10 million shares of Big Ridge /19.9% “topup”Stage 1 Earnin (51% earnin over 3 year period) (Ongoing)Additional Terms:· $10,000,000 in project exploration spend· JV to be created upon completion of Stage 1· 15 million shares of Big Ridge· First Mining free carried to a feasibility study· 1.5% NSR royalty (0.5% buyback for $2.0M) · $2M cash payment upon commercial production Page 19 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 First Mining also has the right to nominate one member to the Board of Directors of Big Ridge (the “Big Ridge Board”) for so long as First Mining owns at least 10% of the issued andoutstanding shares of Big Ridge. James Maxwell, the Company’s VP, Exploration, was appointed to the Big Ridge Board in January 2022 as the Company’s nominee. In the year ended December 31, 2021, the Company received $500,000 and 11,500,000 shares of Big Ridge upon closing the transaction, which were credited against the Hope Brookproject mineral property on the Company’s Statement of Financial Position as at September 30, 2021. The Company has determined that its ownership of Big Ridge shares and itsrepresentation on the Big Ridge Board gives it significant influence over Big Ridge, resulting in the Big Ridge Investment being recorded on First Mining’s financial statements using theequity method of accounting as an investment in associate. 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 whichthe Company has a 10% indirect ownership interest in the Duparquet Gold Project and a 100% interest in the Central Duparquet Property. CanadaUSADuquesne, Québec (1)Turquoise Canyon, Nevada(2)Pitt, Québec Duparquet, Québec (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 Starpurchased 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% NSRmust 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 ownersregarding potential amendments to the timing and amount of any future payments related to this royalty repurchase. (2)Property under option agreement with Westward Gold Inc. The $25,000 cash and $216,000 in share payments that the Company has received to date was pursuant to theoption agreement that the Company entered into with Momentum (which was subsequently acquired by IM Exploration Inc. on July 6, 2021, and IM Exploration Inc. wasrenamed to Westward Gold Inc. on October 7, 2021). Mineral Property Interest – Duparquet Gold Project, Québec Through the Company’s acquisition of Clifton Star in 2016, it acquired a 10% equity interest in the shares of Beattie Gold Mines Ltd. (“Beattie”), 2699681 Canada Ltd., and 2588111Manitoba Ltd., three private companies which directly or indirectly own various mining concessions and surface rights that comprise the Duparquet Gold Project. The Duparquet Gold Project has a large openpittable resource, as well as underground and tailings resource, and covers an area of 1,147 Ha located in the Abitibi Region of Québecwhich is one of the world’s most prolific gold producing regions. A technical report for the Duparquet Gold Project entitled “Technical Report and Prefeasibility Study for the DuparquetProject” and with an effective date of March 26, 2014, was completed by InnovExplo in accordance with NI 43101 and was filed on SEDAR by Clifton Star on May 23, 2014. The 2014 PFSfor the Duparquet Gold Project includes preproduction capital costs of $394 million, a payback period of 4.3 years and pretax NPV5% of $222 million at US$1,300 per ounce of gold. 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 covering339 Ha. Infrastructure includes site roads, access to electrical power 15 km away, tailings storage facility and water management solutions and ancillary site buildings. On February 8, 2022, the Company announced that it had acquired, from two individuals, an aggregate of 286,904 common shares of Beattie, a private company that owns the mineralrights to mining claims that make up the former Beattie mining concession that form a large part of the Duparquet Gold Project located on the DestorPorcupine Fault in Québec. The pershare consideration paid under the transaction was C$4.44 cash per Beattie share and 26.62 First Mining Shares per Beattie share for a total consideration of C$1,272,824 in cash and7,636,944 First Mining Shares. Together with the 187,839 common shares of Beattie already owned by Clifton Star Resources Inc., a whollyowned subsidiary of First Mining, theCompany now owns 474,743 shares of Beattie, increasing its ownership in Beattie from 10% to 25.3% of the issued and outstanding common shares of Beattie. Page 20 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 Québec Mineral Property Portfolio Locations NSRs owned by or available to First Mining Through recent transactions, First Mining has created the following portfolio of twenty existing and potential NSR gold royalties on certain of our mineral properties and propertyinterests. The Company is currently evaluating potential strategic opportunities available to enhance and optimize the value of its royalty portfolio. Page 21 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 RoyaltyNSR RateKey TermsPickle Crow (Ontario, Canada)2.00%1.00% buyback for US$2.5 millionHope Brook (Newfoundland, Canada)1.50%0.5% buyback for $2.0 millionGoldlund (Ontario, Canada)1.50%0.5% buyback for $5.0 millionMexican Projects (1)(11 including Las Margaritas)1.00%1.00% buyback for US$1.0 million on each projectTurquoise Canyon (Nevada, USA)2.00%1.00% buyback for US$1.0 millionJoutel, Québec1.00%No buyback optionMorris, Québec1.00%No buyback optionRonguen (Burkina Faso)1.00%1.00% buyback for US$1.0 millionPompoi (Burkina Faso)1.50%1.50% buyback for $1.5 millionLac Virot Iron Ore (Labrador, Canada)2.00%1.00% buyback 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 Hope Brook NSR in the above table will only be granted to us upon Big Ridge successfully completing its Stage 1 Earnin it is not in existence as of the date of this MD&A.For further information on all of the Company’s mineral properties, see the Company’s AIF for the year ended December 31, 2021 which is available under the Company’s SEDAR profileat www.sedar.com, as an exhibit to the Company’s Form 40F on EDGAR at www.sec.gov. Page 22 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 SELECT QUARTERLY FINANCIAL INFORMATIONFinancial Results (in $000s Except for per Share Amounts): 2021Q4 2021Q3 2021Q2 2021Q1 2020Q4 2020Q3 2020Q2 2020Q1 Net Income (Loss) $(6,485) $2,419 $(1,283) $(33,001) $530 $(12,352) $(19,531) $(1,462)Impairment of noncurrent assets 749 23,555 2,372 22,498 Total cash used in operating activities (2) (940) (1,689) (1,940) (1,874) (725) (1,056) (1,128) (1,313)Basic and Diluted Net Income (Loss) Per Share (indollars) (3) (0.01) 0.00 (0.00) (0.05) 0.00 (0.02) (0.03) (0.00)Financial Position (in $000s): Cash and Cash Equivalents 29,516 30,348 33,762 39,174 28,901 32,477 6,475 10,497 Working Capital (1) 33,956 41,109 34,898 19,893 9,201 14,324 8,596 9,946 Investments 13,386 17,331 20,450 13,907 18,425 24,016 5,601 1,398 Mineral Properties 170,017 165,073 160,322 186,761 179,429 168,188 159,630 256,532 Investment in Treasury Metals Inc. 15,400 16,260 16,236 39,867 63,812 62,833 Investments in PC Gold Inc. 21,570 21,570 35,999 Investment in Big Ridge Gold Corp. 1,491 1,569 1,577 Total Assets 260,309 260,510 299,750 287,856 301,213 296,343 258,044 276,776 Total NonCurrent Liabilities $26,429 24,116 31,855 $32,522 $16,835 $15,332 $1,959 $3,306 (1)These are nonIFRS measures with no standardized meaning under IFRS. For further information and a detailed reconciliation, please refer to the section in this MD&Atitled “NonIFRS Measures”. (2)Per the consolidated statements of cash flows in each of the corresponding periods presented. (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 noncash items. Sharebased payments expense, which fluctuates due to the timing and number of stock optiongrants together with the associated fair value dollar amount calculated at the time of the grant, is one of the more common examples. In addition to nonrecurring impairment chargeswhich are required as and when facts dictate, other noncash items are fair value movements on the Silver Stream derivative liability and certain investments based on underlying marketprices at period end. As can be seen in the table above, the fluctuation in cash used in operating activities does not tend to vary nearly as much as net income (loss) but has increased in2021 as described in the ”Select Annual Financial Information” section on page 4 of this MD&A. 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 thesuccess of financings provided by private placements, public offerings, the exercise of options and warrants to support such activities and the divestment of project interests orinvestment positions. Total assets – quarterly changes are the direct result of fluctuations described above in cash and cash equivalents and investments in the current asset category, and due to mineralproperty expenditure additions and more recently the equity loss and recorded impairments of investment in Treasury Metals, PC Gold and Big Ridge Gold, all of which are in the noncurrent asset category. Noncurrent liabilities – changes occur predominantly due to the Silver Stream derivative liability fair value movement at each period end date. Page 23 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 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 2021 Compared to Fourth Quarter 2020 For the three months ended December 31, 2021, net loss for the period has increased by $7,012,000 compared to the three months ended December 31, 2020. The most significantcomponents of this overall change are explained by the following: Income Statement Category VariancebetweenPeriods (Increase)decrease Explanation Loss from operational activities General and administration $(1,321,000) Increases primarily due to higher professional fees and transfer agent fees related to theTreasury Metals distribution in the current period, along with higher salaries related to anincreased headcount and associated sharebased payment expenses. In addition, was thereimbursement of litigation expenses. Impairment of noncurrent assets (noncash $(749,000) Impairment of Treasury Metals equity accounted investment to reflect fair value given thedecline in share price as at December 31, 2021. Other items Change in fair value on Silver Stream derivative liability (noncash) $(2,576,000) Fair value losses on the silver stream derivative increased primarily as a result of changesto the silver price futures curve which can be partially offset or increased by changes to theestimated credit spread between periods. Investments fair value loss (noncash) $(726,000) Increased fair value losses between periods primarily due to the decrease in the FirstMajestic share price in the current period. Other expenses $(267,000) Increased primarily due to the PC Gold reclamation obligation change in Q4 2021 to alignwith the Company’s 30% ownership and the Auteco’s updated liability estimate as atDecember 31, 2021. Equity loss and dilution impacts of equity accounted investments $(1,168,000) Increase relates to the Treasury Metals gain recorded in Q4 2020 which is not consistentwith the movement recorded in Q4 2021. Net loss for the period $(7,012,000) Predominantly relates to the change in fair value of the silver stream derivative liability andthe prior year period equity gain recorded related to the Treasury Metals equityaccounting. Other comprehensive income (loss) Investments fair value gain (noncash) $669,000 The fair value gains on marketable securities recorded through OCI were higher than theprior period. Mineral property investments fair value gain (noncash) $222,000 The fair value gain on mineral property investments recorded through OCI was higher thanthe prior period. Net income and comprehensive income $(6,039,000) Predominantly relates to the change in fair value of the silver stream derivative liability andthe prior year period equity gain recorded to Treasury Metals equity accounting. Page 24 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 Fiscal Year 2021 Compared to Fiscal Year 2020 For the year ended December 31, 2021, net loss has increased by $5,535,000 compared to the prior year. The most significant components of this overall change are explained by thefollowing: Income Statement Category Variance betweenPeriods (Increase)decrease Explanation Loss from operational activities General and administration $(2,692,000) Increase is primarily due to higher sharebased payment expense as a result of the number ofgrants and fair value of grants being higher when compared to the prior year. In addition,professional fees were higher due to the increased legal expenditures associated withcorporate transactional activities. Investor relations and marketing communications $(1,136,000) Increase due to increases in marketing expenditures and higher investor relation activitieswhen compared to the prior year. Impairment of noncurrent assets (noncash) $566,000 Relates to the decrease in the impairment recorded for the reduction in the equity accountedinterest of Treasury Metals ($23,555,000) in the current period when compared with the priorperiod writedown of the Goldlund mineral property based on the recoverable amount perthe terms of the Share Purchase Agreement with Treasury Metals and the initial equityaccounted impairment in the prior period ($24,870,000). Other items Gain on deconsolidation of subsidiary (noncash) $8,830,000 Following completion of the Stage 1 and 2 earnin by Auteco, First Mining’s percentageownership of PC Gold was reduced from 100% to 49% which led to a loss of control anddeconsolidation of PC Gold. The resultant gain was calculated as the recognized fair valueof the retained interest in PC Gold less PC Gold’s net assets derecognized from FirstMining’s balance sheet. Change in fair value on Silver Stream derivative liability (noncash) $2,836,000 Fair value losses on the silver stream derivative reduced primarily as a result of change inthe silver price futures curve which was marginally offset by changes in the estimated creditspread since the prior period. Investments fair value gain (loss) $(4,975,000) Increased fair value losses primarily due to the decrease in the First Majestic share price inthe current period. Deferred income tax recovery (noncash) $(1,587,000) Prior period deferred income tax recovery resulting from the reversal of tax expensesconnected with the Goldlund mineral property impairment which followed the SharePurchase Agreement with Treasury Metals. Equity loss from investment in Treasury Metals, PC Gold, BigRidge (noncash) $(7,310,000) Reflects the current year estimated equity loss pickup for accounting purposes on theCompany’s equity investments Treasury Metals, PC Gold and Big Ridge Gold, and anyamounts recorded for associated losses on dilution in the period when compared to theTreasury Metals equity gain recorded in the prior year. Net loss for the year $(5,535,000) Predominantly relates to the recorded gain on deconsolidation of PC Gold and by reductionsin the fair value losses on the Silver Stream derivative liability which was fully offset byinvestment fair value losses and equity losses and dilution impacts of equity accountedinvestments. Other comprehensive income (loss) Mineral property investments fair value loss (noncash) $(1,620,000) Relates to the fair value loss on mineral property investments recorded through OCI whencompared to the gain recorded in the prior period. Net loss and comprehensive loss $(5,990,000) Predominantly relates to the investment fair value losses and equity losses and dilutionimpacts of equity accounted investments partially offset by recorded gain ondeconsolidation of PC Gold and by fair value loss reductions on the Silver Stream derivativeliability. Page 25 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES(in $000s) Year ended December 31, 2021 2020 CASH PROVIDED BY (USED IN) Operating activities $(6,443) $(4,222)Investing activities 1,847 (12,816)Financing activities 5,263 40,335 Foreign exchange effect on cash (52) (298)CHANGE IN CASH AND CASH EQUIVALENTS 615 22,999 Working capital (1) 33,956 9,201 Cash and cash equivalents, beginning 28,901 5,902 Cash and cash equivalents, ending $29,516 $28,901 (1)Working capital is a nonIFRS measurement with no standardized meaning under IFRS and may not be comparable to similar financial measures presented by otherissuers. For further information and a detailed reconciliation, please see the section in this MD&A titled “NonIFRS Measures – Working Capital”. Key reasons for variances from December 31, 2020 to December 31, 2021 include: ·The increase of $615,000 in cash and cash equivalents was primarily due to cash proceeds from the sale of First Majestic shares and cash received from First Majesticunder the terms of the Silver Purchase Agreement, offset by cash used in operating and other investing activities; ·Cash used in operating activities increased due to higher expenses on IR related activities, salaries and bonuses from the higher headcount and higher professional feeswhich were related to the distribution of Treasury Metals shares and warrants and the BirchUchi acquisition agreements; ·Cash provided by investing activities increased primarily due to the proceeds from the sale of the First Majestic shares which were received in July 2020 and January 2021; ·Cash provided by financing activities decreased due to the prior period private placement and bought deal financings; ·Working capital increased due to the increase in cash and cash equivalents as discussed above and the settlement of the obligation to distribute investments in July 2021. Trends in Liquidity, Working Capital, and Capital Resources As at December 31, 2021, the Company had working capital of $33,956,000 (December 31, 2020 $9,201,000). The Company has no history of revenues from its operating activities. TheCompany 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, 2021, theCompany had negative cash flow from operating activities. The Company anticipates it will have negative cash flow from operating activities into the foreseeable future. The Company has since the previous year ended December 31, 2020, financed its activities through means such as the Silver Stream upfront proceeds and/or sales of its investments inother companies. In addition to adjusting spending, disposing of assets and seeking other nonequity sources of financing, the Company remains reliant on equity markets for raisingcapital through the issuance of new shares 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 26 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 OUTLOOK We remain focused on advancing the Company’s strategic objectives and nearterm milestones, which include the following: ·Advancing the Springpole EA 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 with a targeted FS release in 2023. ·Springpole and BirchUchi exploration activities to identify and followup on regional targets. ·Cameron drill program (36 holes, 4,100 m) – to increase understanding of local geology and identify new targets. ·Evaluating our mineral properties in Québec and the potential for partnership opportunities. ·Maintaining a strong balance sheet and cash position to fund investing activities consistent with First Mining’s business strategy. ·Providing support as needed to projects where First Mining is no longer the operator (Pickle Crow, GoldlundGoliath, Hope Brook) which will continue to enable theCompany to surface value from these direct and indirect interests. ·Establishing and initiating environmental, social and governance (“ESG”) reporting framework with the Company’s inaugural report expected in Q2 2022. 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 anactive market. In this case, the fair value is determined by using valuation techniques like the BlackScholes option pricing model or other valuation techniques. Measurement insubsequent periods depends on the classification of the financial instrument. A description of the Company’s financial instruments and their fair value is included in the auditedconsolidated financial statements for the year ended December 31, 2021, 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 financialinstruments. 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 acquireor 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 amount agreed upon by the transacting parties and on terms and conditions similarto nonrelated parties. There were no significant transactions with related parties outside of the ordinary course of business during the year ended December 31, 2021. OFFBALANCE SHEET ARRANGEMENTS The Company has no offbalance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of theCompany including, without limitation, such considerations as liquidity and capital resources. FINANCIAL LIABILITIES AND COMMITMENTS The Company’s financial liabilities as at December 31, 2021 are summarized as follows: (in $000s) CarryingAmount ContractualAmount Less than 1year 1 – 3years 4 – 5years After 5years Accounts payable and accrued liabilities $4,491 $4,491 $4,491 $ $ $ Lease liability 442 515 165 350 Total $4,933 $5,006 $4,656 $350 $ $ Page 27 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 NONIFRS MEASURES Alternative performance measures in this document such as “cash cost”, “AISC” and “AIC” are furnished to provide additional information. These nonIFRS performance measures areincluded 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 NonIFRS 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, onsite general & administrative costs, treatment & refining costs, royalties and silver stream credits. Total Cash Costs per Ounce iscalculated as Total Cash Costs divided by total LOM payable gold ounces. Allin 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 reportedin 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 certain nonIFRS measures in the annual and quarterly information tables above, and calculates working capital as current assets less currentliabilities. The Company believes that these measures provide investors with an improved ability to evaluate the performance of the Company. NonIFRS 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. 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, 2021.Furthermore, there were no changes in the Company’s accounting policies during the 2021 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 amountsof 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 duringthe 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 theresulting 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, 2021. 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 onmanagement’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. In preparing the Company’s auditedconsolidated financial statements for the year ended December 31, 2021, the Company used the same accounting policies and methods of computation as in the Company’s auditedconsolidated annual financial statements for the financial year ended December 31, 2020. The following section discusses significant accounting policy judgments which have beenmade in connection with the financial statements for the year ended December 31, 2021: Page 28 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 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 thatthe 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 todetermine 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, whethersubstantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to thereporting date. Impairment of Investment in Associates With respect to its investments in Treasury Metals, PC Gold and Big Ridge Gold, which are accounted for using the equity method, the Company is required to make estimates andjudgments about future events and circumstances and whether the carrying amount of the asset exceeds its recoverable amount. Recoverability of each investment depends on variousfactors, including the identification of economic recoverability of reserves at the respective exploration properties, the ability of for each company to obtain the necessary financing tocomplete the development, and future profitable production or proceeds from the disposition of the underlying company shares themselves. The publicly quoted share price of eachcompany, where applicable, is also a source of objective evidence about the recoverable amount of the equity investment. 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 theCompany’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 anduncertainties 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, 2021 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 40F. 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 marketrisk (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 andmonitored 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 toreduce 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, foreigncurrency 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 of several other mineral property related companies. Page 29 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 If the fair value of our investments in equity instruments designated as fair value through profit and loss (FVTPL) had been 10% higher or lower as at December 31, 2021, net loss for theyear ended December 31, 2021 would have decreased or increased, respectively, by approximately $840,000 (2020 – $1,504,000). If the fair value of our investments in equity instrumentsdesignated as fair value through other comprehensive income (FVTOCI) had been 10% higher or lower as at December 31, 2021, other comprehensive income (loss) for the year endedDecember 31, 2021 would have decreased or increased, respectively, by approximately $1,142,000 (2020 – $1,011,000). Foreign Currency Risk The Company is exposed to financial risk related to the fluctuation of foreign exchange rates. As at December 31, 2021, the Company was exposed to currency risk on the followingfinancial instruments denominated in US$. 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 thetable below in Canadian dollar equivalents: Cash and cash equivalents $2,117 Fair value of Silver Stream derivative liability $(26,114)Net exposure $(23,897)Effect of +/ 10% change in currency $(2,390) 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 tofluctuations 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 financialinstitutions. The Company manages its interest rate risk by maximizing the interest income earned on excess funds while maintaining the necessary liquidity to conduct its daytodayoperations. 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 theCompany’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 potentiallysubject 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 riskwith 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 asdetermined 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 toallow 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 toensure that there is sufficient capital on hand to meet ongoing obligations. Page 30 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 See the section in this MD&A titled “Financial Liabilities and Commitments” for a summary of the maturities of the Company’s financial liabilities as at December 31, 2021 based on theundiscounted contractual cash flows. As at December 31, 2021, the Company had cash and cash equivalents of $29,516,000 (December 31, 2020 – $28,901,000). 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 mineralproperties. 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 themanagement of capital, the Company includes the components of shareholders’ equity as well as cash. The Company prepares annual estimates of exploration and administrativeexpenditures 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 orother 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 couldresult 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 risksinclude: ·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 methodstested 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’soperations 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 volatilemarket conditions. Global financial conditions may be subject to sudden and rapid destabilizations in response to economic shocks or other events, such as developments concerningCOVID19 and geopolitical tensions including acts of war. 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 andtax 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 currencyexchanges inflation or deflation, the devaluation and volatility of global stock markets, pandemics and natural disasters. Any sudden or rapid destabilization of global economicconditions 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 operationsand financial condition could be adversely impacted. Page 31 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 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 COVID19,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 COVID19 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 durationof 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 indisruptions 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 impactcommodity 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 employeehealth 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 theCompany has the capacity to continue certain administrative functions remotely, many other functions, including the conduct of exploration and development programs, cannot beconducted remotely and may be impacted or delayed if the Company experiences limitations on employee mobility. At this point, the extent to which COVID19 may impact the Companyremains uncertain; however, it is possible that COVID19 could have a material adverse effect on the Company's business, results of operations and financial condition. There can be noassurances 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 COVID19 pandemic. Any suchdemobilization 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 latestAIF for the year ended December 31, 2021 filed with Canadian securities regulatory authorities at www.sedar.com, and filed under Form 40F with the United States Securities ExchangeCommission 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 43101, and is responsible for the review andverification 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 711,318,758 common shares issued and outstanding; 91,892,620 warrantsoutstanding; 49,460,000 options outstanding; 2,640,000 restricted stock units outstanding; 659,000 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’sdisclosure controls and procedures. Based upon the results of that evaluation, the Company’s CEO and CFO have concluded that, as of December 31, 2021, the Company’s disclosurecontrols 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 timelydecisions regarding required disclosure. Page 32 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 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 isdefined 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 reasonableassurance regarding the reliability of financial reporting and the preparation of annual financial statements for external purposes in accordance with IFRS as issued by the InternationalAccounting Standards Board. 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’sDirectors; and ·provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a materialeffect 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 ofeffectiveness 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 theCompany’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 acombination 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 andretained 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 31,2021 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 wellconceived 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 resourceconstraints, 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 assurancethat 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 decisionmaking 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, bycollusion 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 offuture 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 inherentlimitations in a costeffective control system, misstatements due to error or fraud may occur and may not be detected. Page 33 FIRST MINING GOLD CORP. Management’s Discussion & Analysis(Expressed in Canadian dollars, unless otherwise indicated) For the three months and year ended December 31, 2021 FORWARDLOOKING 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, 2021. This MD&Acontains “forwardlooking statements” within the meaning of applicable Canadian securities regulations (collectively, “forwardlooking statements”). Any statements that express orinvolve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words orphrases 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 “forwardlooking statements”. These statements relate to future events or the Company’sfuture performance, business prospects or opportunities. Forwardlooking statements include, but are not limited to: statements regarding the advancement of the Company’s mineralassets towards production; statements regarding the potential for the Company to acquire additional mineral assets in the future; statements regarding the next stages and anticipatedtiming of the metallurgical study or the environmental, permitting at the Springpole Gold Project; statements regarding opportunities to enhance project economics identified under thePFS 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 increasein 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 SilverPurchase Agreement; 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 theCompany's capitalization, financial condition and operations; forecasts relating to mining, development and other activities at the Company’s operations; forecasts relating to marketdevelopments 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 tofuture work on the Company’s nonmaterial properties; statements relating to the Company’s mineral reserve and mineral resource estimates; statements regarding regulatory approvaland 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 anticipatedtiming 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'scompliance with laws and regulations including, but not limited to environmental laws and regulations; statements regarding the Auteco EarnIn Agreement and cash payments, shareissuances and exploration expenditure commitments thereunder; statements regarding the Big Ridge EarnIn Agreement and payouts, share issuances and exploration expenditurecommitments thereunder; statements regarding the Company's engagement with local stakeholders including, but not limited to, local Indigenous groups; statements regarding thepotential impact of the COVID19 pandemic; statements regarding key personnel; statements regarding nonIFRS measures and changes in accounting standards; statements relating tothe 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 thecommencement 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 theCompany’s AIF for the year ended December 31, 2021 and other continuous disclosure documents filed from time to time via SEDAR with the applicable Canadian securities regulators.Forwardlooking 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 updateforwardlooking statements should conditions or our estimates or opinions change, except as required by applicable laws. Actual results may differ materially from those expressed orimplied by such forwardlooking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, levels ofactivity, performance or achievements to be materially different from any future results, levels of activity, performance or achievement expressed or implied by these forwardlookingstatements. The Company believes that the expectations reflected in any such forwardlooking statements are reasonable, but no assurance can be given that these expectations will prove to becorrect and such forwardlooking statements included herein this MD&A should not be unduly relied upon. CAUTIONARY NOTE TO U.S. INVESTORS The Company is a “foreign private issuer” as defined in Rule 3b4 under the United States Securities Exchange Act of 1934, as amended, and is eligible to rely upon the CanadaU.S.MultiJurisdictional Disclosure System, and is therefore permitted to prepare the technical information contained herein in accordance with the requirements of the securities laws ineffect in Canada, which differ from the requirements of the securities laws currently in effect in the United States. Accordingly, information concerning mineral deposits set forth hereinmay not be comparable with information made public by companies that report in accordance with U.S. standards. Technical disclosure contained or incorporated by reference in this MD&A has not been prepared in accordance with the requirements of United States securities laws and uses termsthat comply with reporting standards in Canada with certain estimates prepared in accordance with NI 43101. NI 43101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical informationconcerning the issuer’s material mineral projects. Page 34 EXHIBIT 99.4 CERTIFICATION PURSUANT TO SECTION 302 OF THESARBANESOXLEY ACT OF 2002 I, Daniel W. Wilton, certify that: 1.I have reviewed this annual report on Form 40F of First Mining Gold Corp.; 2.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 thecircumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.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 ofoperations and cash flows of the issuer as of, and for, the periods presented in this report; 4.The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the issuer and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that materialinformation relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles; (c)Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this report based on such evaluation; and (d)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 materiallyaffected, 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 auditcommittee of the issuer’s board of directors (or persons performing the equivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affectthe issuer’s ability to record, process, summarize and report financial information; and (b)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, 2022 /s/ Daniel W. Wilton Daniel W. Wilton Chief Executive Officer (Principal Executive Officer) EXHIBIT 99.5 CERTIFICATION PURSUANT TO SECTION 302 OF THESARBANESOXLEY ACT OF 2002 I, Andrew Marshall, certify that: 1.I have reviewed this annual report on Form 40F of First Mining Gold Corp.; 2.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 thecircumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.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 ofoperations and cash flows of the issuer as of, and for, the periods presented in this report; 4.The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a15(e) and15d15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the issuer and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that materialinformation relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which thisreport is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles; (c)Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this report based on such evaluation; and (d)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 materiallyaffected, 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 auditcommittee of the issuer’s board of directors (or persons performing the equivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affectthe issuer’s ability to record, process, summarize and report financial information; and (b)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, 2022/s/ Andrew Marshall Andrew Marshall Chief Financial Officer (Principal Financial Officer and) Principal Accounting Officer EXHIBIT 99.6 CERTIFICATION PURSUANT TOSECTION 906 OF THE SARBANESOXLEY ACT OF 2002 The undersigned, Daniel W. Wilton, hereby certifies, pursuant to Section 906 of the SarbanesOxley Act of 2002, that: (a)the annual report on Form 40F of First Mining Gold Corp. for the year ended December 31, 2021 fully complies with the requirements of section 13(a) or 15(d) of theSecurities Exchange Act of 1934; and (b)information contained in the Form 40F fairly presents, in all material respects, the financial condition and results of operations of First Mining Gold Corp. Date: March 25, 2022 /s/ Daniel W. WiltonDaniel W. WiltonChief Executive Officer(Principal Executive Officer) EXHIBIT 99.7 CERTIFICATION PURSUANT TOSECTION 906 OF THE SARBANESOXLEY ACT OF 2002 The undersigned, Andrew Marshall, hereby certifies, pursuant to Section 906 of the SarbanesOxley Act of 2002, that: (a)the annual report on Form 40F of First Mining Gold Corp. for the year ended December 31, 2021 fully complies with the requirements of section 13(a) or 15(d) of theSecurities Exchange Act of 1934; and (b)information contained in the Form 40F fairly presents, in all material respects, the financial condition and results of operations of First Mining Gold Corp. Date: March 25, 2022 /s/ Andrew MarshallAndrew MarshallChief Financial Officer(Principal Financial Officer and) Principal Accounting Officer EXHIBIT 99.8 March 25, 2022 VIA EDGAR United States Securities and Exchange Commission Re:First Mining Gold Corp. (the “Company”) Annual Report on Form 40F Consent of Expert This letter is provided in connection with the Company’s Form 40F annual report for the year ended December 31, 2021 (the “Annual Report”) to be filed by the Company with theUnited States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the year endedDecember 31, 2021. 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 F10 (FileNo. 333259275) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the following technical report: “NI 43101 Technical Report and PreFeasibility 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 informationderived 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. EXHIBIT 99.9 March 25, 2022 VIA EDGAR United States Securities and Exchange Commission Re:First Mining Gold Corp. (the “Company”) Annual Report on Form 40F Consent of Expert This letter is provided in connection with the Company’s Form 40F annual report for the year ended December 31, 2021 (the “Annual Report”) to be filed by the Company with theUnited States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the year endedDecember 31, 2021. 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 F10 (File No. 333259275) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the following technical report: “NI 43101 Technical Report and PreFeasibility 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 informationderived from the Technical Report in the Annual Report and Registration Statement. Yours truly, /s/ Gordon Zurowski Gordon Zurowski, P.Eng. AGP Mining Consultants Inc. EXHIBIT 99.10 March 25, 2022 VIA EDGAR United States Securities and Exchange Commission Re:First Mining Gold Corp. (the “Company”) Annual Report on Form 40F Consent of Expert This letter is provided in connection with the Company’s Form 40F annual report for the year ended December 31, 2021 (the “Annual Report”) to be filed by the Company with theUnited States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the year endedDecember 31, 2021. 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 F10 (File No. 333259275) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the following technical report: “NI 43101 Technical Report and PreFeasibility 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 informationderived from the Technical Report in the Annual Report and Registration Statement. Yours truly, /s/ Roland Tosney Roland Tosney, P.Eng. AGP Mining Consultants Inc. EXHIBIT 99.11 March 25, 2022 VIA EDGAR United States Securities and Exchange Commission Re:First Mining Gold Corp. (the “Company”) Annual Report on Form 40F Consent of Expert This letter is provided in connection with the Company’s Form 40F annual report for the year ended December 31, 2021 (the “Annual Report”) to be filed by the Company with theUnited States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the year endedDecember 31, 2021. 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 F10(File No. 333259275) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the following technical report: “NI 43101 Technical Report and PreFeasibility 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 informationderived 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. EXHIBIT 99.12 March 25, 2022 VIA EDGAR United States Securities and Exchange Commission Re:First Mining Gold Corp. (the “Company”) Annual Report on Form 40F Consent of Expert This letter is provided in connection with the Company’s Form 40F annual report for the year ended December 31, 2021 (the “Annual Report”) to be filed by the Company with theUnited States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the year endedDecember 31, 2021. 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 F10 (File No. 333259275) of theCompany (the “Registration Statement”), in connection with reference to my involvement in the preparation of the following technical report: “NI 43101 Technical Report and PreFeasibility 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 informationderived from the Technical Report in the Annual Report and Registration Statement. Yours truly, /s/ Duke Reimer Duke Reimer, P.Eng. Knight Piésold Ltd. EXHIBIT 99.13 March 25, 2022 VIA EDGAR United States Securities and Exchange Commission Re:First Mining Gold Corp. (the “Company”) Annual Report on Form 40F Consent of Expert This letter is provided in connection with the Company’s Form 40F annual report for the year ended December 31, 2021 (the “Annual Report”) to be filed by the Company with theUnited States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the year endedDecember 31, 2021. 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 RegistrationStatement on Form F10 (File No. 333259275) of the Company (the “Registration Statement”), in connection with reference to my involvement in the preparation of the followingtechnical report: “NI 43101 Technical Report and PreFeasibility 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 informationderived 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. EXHIBIT 99.14 March 25, 2022 VIA EDGAR United States Securities and Exchange Commission Re:First Mining Gold Corp. (the “Company”) Annual Report on Form 40F Consent of Expert This letter is provided in connection with the Company’s Form 40F annual report for the year ended December 31, 2021 (the “Annual Report”) to be filed by the Company with theUnited States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the year endedDecember 31, 2021. 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 FormF10 (File No. 333259275) 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 informationderived 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 EXHIBIT 99.15 March 25, 2022 VIA EDGAR United States Securities and Exchange Commission Re:First Mining Gold Corp. (the “Company”) Annual Report on Form 40F Consent of Expert This letter is provided in connection with the Company’s Form 40F annual report for the year ended December 31, 2021 (the “Annual Report”) to be filed by the Company with theUnited States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the year endedDecember 31, 2021. 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 FormF10 (File No. 333259275) 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 informationderived 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 EXHIBIT 99.16 March 25, 2022 VIA EDGAR United States Securities and Exchange Commission Re:First Mining Gold Corp. (the “Company”) Technical Information in Annual Report on Form 40F and Annual Information Form This letter is provided in connection with the Company’s Form 40F annual report for the year ended December 31, 2021 (the “Annual Report”) to be filed by the Company with theUnited States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the year endedDecember 31, 2021. 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 theuse 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 to being named as a qualified person in the Registration Statement on Form F10 (File No. 333259275) of the Company (the “Registration Statement”) and authorize theuse of the information included or incorporated by reference into the 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 EXHIBIT 99.17Consent of Independent Auditor We hereby consent to the incorporation by reference in this Annual Report on Form 40F for the year ended December 31, 2021 of First Mining Gold Corp. of our report dated March 24,2022, 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 F10 (File No. 333259275) of First Mining Gold Corp. of our report dated March 24, 2022 referredto above. We also consent to the reference to us under the heading “Interests of Experts”, which appears in the Annual Information Form included in the Exhibit incorporated byreference in this Annual Report on Form 40F, which is incorporated by reference in such Registration Statement. /s/ PricewaterhouseCoopers LLP Chartered Professional AccountantsVancouver, British ColumbiaMarch 25, 2022

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