First Mining Announces $2.0 Million Flow-Through Equity Financing
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
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NEWS RELEASE
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
First Mining Announces $2.0 Million Flow-Through Equity Financing
December 4, 2019 – Vancouver, BC – First Mining Gold Corp. (“First Mining” or the “Company”) (TSX:
FF) (OTCQX: FFMGF) (FRANKFURT: FMG) is pleased to announce that it intends to complete a flow-through
equity financing by way of a non -brokered private placement for aggregate proceeds of approximately
$2.0 million (the “Offering”). The Offering will consist of 7,405,000 common shares of the Company (the
“Flow-Through Shares”) that qualify as flow-through shares for purposes of the Income Tax Act (Canada),
at a price of $0.27 per Flow-Through Share.
The gross proceeds raised from the sale of the Offering will be used by First Mining to fund exploration
programs that qualify as “Canadian Exploration Expenses” (“CEE”) and “flow -through mining
expenditures”, as those terms are defined in the Income Tax Act (Canada).
A 5.0% finder’s fee will be payable on the aggregate gross proceeds of the Offering, and First Mining will
pay such fee in common shares of the Company (the “Finder’s Fee Shares”).
The closing of the Offering is expected to occur on or before December 20, 2019 (the “Closing Date”) and
is subject to the completion of formal documentation and receipt of all applicable regulatory approvals,
including the approval of the Toronto Stock Exchange. The Flow- Through Shares to be issued under the
Offering and the Finder’s Fee Shares will be subject to a statutory hold period of four months and one day
from the Closing Date.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be registered under the United States Act of
1933, as amended (the “U.S. Securiti es Act”) or any state securities laws and may not be offered or sold
within the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities
Act) unless registered under the U.S. Securities Act and applicable state se curities laws or an exemption
from such registration is available.
About First Mining Gold Corp.
First Mining Gold Corp. is an emerging development company with a diversified portfolio of gold projects
in North America. Having assembled a large resource base of 7.4 million ounces of gold in the Measured
and Indicated categories and 3.8 million ounces of gold in the Inferred category in mining friendly
jurisdictions of eastern Canada, First Mining is now focused on advancing its material assets towards a
construction decision and, ultimately, to production. The Company currently holds a portfolio of 24
mineral assets in Canada, Mexico and the United States.
ON BEHALF OF FIRST MINING GOLD CORP.
Daniel W. Wilton
Chief Executive Officer and Director
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
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For further information, please contact:
Mal Karwowska | Vice President, Corporate Development & Investor Relations
Direct: 604.639.8824 | Toll Free: 1.844.306.8827 | Email: [email protected]
www.firstmininggold.com
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward -looking information” and "forward -looking statements” (collectively
"forward-looking statements”) within the meaning of applicable Canadian and Uni ted States securities legislation
including the United States Private Securities Litigation Reform Act of 1995. These forward- looking statements are
made as of the date of this news release. Forward -looking statements are frequently, but not always, identi fied by
words such as "expects”, "anticipates”, "believes”, “plans”, “projects”, "intends”, "estimates”, “envisages”,
"potential”, "possible”, “strategy”, “goals”, “objectives”, or variations thereof or stating that certain actions, events
or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these
terms and similar expressions.
Forward-looking statements in this news release relate to future events or future performance and reflect current
estimates, predictions, expectations or beliefs regarding future events and include, but are not limited to, statements
with respect to: (i) the completion of the Offering and the timing thereof; (ii) the use of the gross proceeds from the
sale of the Flow-Through Shares issued under the Offering to fund exploration programs that qualify as CEE and flow-
through mining expenditures; (iii) the Company’s focus on advancing its assets towards production; and (iv) realizing
the value of the Company’s gold projects for the Company’s shareholders . All forward-looking statements are based
on First Mining's or its consultants' current beliefs as well as various assumptions made by them and information
currently available to them. There can be no assurance that such statements will prove to be accurate, and actual
results and future events could differ materially from those anticipated in such statements. Forward- looking
statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a
number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently
subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many
factors, both known and unknown, could cause actual results, performance or achievements to be materially different
from the results, performance or achievements that are or may be expressed or implied by such forward- looking
statements and the parties have made assumptions and estimates based on or related to many of these factors. Such
factors include, without limitation: failure to obtain regulatory approval; demand for the Units and FT Units;
fluctuations in the spot and forward price of gold, silver, base metals or certain other commodities; fluctuations in
the currency markets (such as the Canadian dollar versus the U.S. dollar); changes in national and local government,
legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with
the business of mineral exploration, development and mining (including environmental hazards, industrial accidents,
unusual or unexpected formations, pressures, cave-ins and flooding); the presence of laws and regulations that may
impose restrictions on mining; employee relations; relationships with and claims by local communities, indigenous
populations and other stakeholders; availability and increasing costs associated with mining inputs and labour; the
speculative nature of mineral exploration and development; title to properties.; and the additional risks described in
the Company’s Annual Information Form for the year ended December 31, 2018 filed with the Canadian securities
regulatory authorities under the Company’s SED AR profile at www.sedar.com, and in the Company’s Annual Report
on Form 40-F filed with the SEC on EDGAR.
First Mining cautions that the foregoing list of factors that may affect future results is not exhaustive. When relying
on our forward-looking statements to make decisions with respect to First Mining, investors and others should
carefully consider the foregoing factors and other uncertainties and potential events. First Mining does not undertake
to update any forward- looking stat ement, whether written or oral, that may be made from time to time by the
Company or on our behalf, except as required by law.
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
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Cautionary Note to United States Investors
This news release has been prepared in accordance with the requirements of the securit ies laws in effect in Canada,
which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all resource and reserve
estimates included in this news release have been prepared in accordance with N ational Instrument 43 -101
Standards of Disclosure for Mineral Projects (“NI 43 -101”) and the Canadian Institute of Mining, Metallurgy, and
Petroleum 2014 Definition Standards on Mineral Resources and Mineral Reserves. NI 43 -101 is a rule developed by
the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of
scientific and technical information concerning mineral projects. Canadian standards, including NI 43 -101, differ
significantly from the requirements of the SEC, and mineral resource and reserve information contained herein may
not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the
generality of the foregoing, the term "resource” does not equate to the term "reserves”. Under U.S. s tandards,
mineralization may not be classified as a "reserve” unless the determination has been made that the mineralization
could be economically and legally produced or extracted at the time the reserve determination is made. The SEC's
disclosure standards normally do not permit the inclusion of information concerning "measured mineral resources”,
"indicated mineral resources” or "inferred mineral resources” or other descriptions of the amount of mineralization
in mineral deposits that do not constitute "reserves” by U.S. standards in documents filed with the SEC. Investors are
cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into
reserves. U.S. investors should also understand that "inferred mineral resources” have a great amount of uncertainty
as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or
any part of an "inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules,
estimated "inferred mineral resources” may not form the basis of feasibility or pre- feasibility studies except in rare
cases. Investors are cautioned not to assume that all or any part of an "inferred mineral resource” exists or is
economically or legally mineable. Disclosure of "contained ounces” in a resource is permitted disclosure under
Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not
constitute "reserves” by SEC standards as in -place tonnage and grade without reference to unit measures. The
requirements of NI 43 -101 for identification of "reserves” are also not the same as those of the SEC, and reserves
reported by the Company in compliance with NI 43 -101 may not qualify a s "reserves” under SEC standards.
Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made
public by companies that report in accordance with U.S. standards.