First Mining Announces $6.0 Million Non-Brokered Private Placement 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 $6.0 Million
Non-Brokered Private Placement Financing
April 29, 2019 – Vancouver, BC – First Mining Gold Corp. (“First Mining” or the “Company”) (TSX: FF)
(OTCQX: FFMGF) (FRANKFURT: FMG) is pleased to anno unce that it intends to complete an equity
financing by way of a non-brokered private placement for aggregate gross proceeds of up to $ 6,012,000
(the “Offering”). Certain insiders of the Company, including Keith Neumeyer, the Chairman of the Board,
and Dan Wilton, First Mining’s CEO, will be participating in the Offering.
The Offering will consist of up to 15,600,000 units of the Company (the “Uni ts”) at a price of $0.27 per
Unit (the “Unit Offering Price”) for gross proceeds of up to $4,212,000, and up to 5,000,000 flow-through
units of the Company (the “FT Units”) at a price of $0.36 per FT Unit for gross proceeds of up to
$1,800,000.
Each Unit will consist of one common share of the Company (a “Unit Share”) and one-half of one common
share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will
entitle the holder to acquire one common share of the Company at a price of $0.40 at any time prior to
the date which is three years following the closing date of the Offering.
Each FT Unit will consist of one flow -through common share of the Company that qualifies as a “flow -
through share” for the purposes of the I ncome Tax Act (Canada) (a “FT Unit Share”) and one-half of one
Warrant on the same terms as the Warrants forming part of the Units.
The net proceeds from the sale of the Units issued under the Offering will be used by the Company for
development and permitting activities at its Canadian gold projects, as well as for general working capital
purposes. The gross proceeds raised from the sale of the FT Units under the Offering will be used by the
Company 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), and as
“eligible Ontario exploration expenditures” for the purposes of the Taxation Act, 2007 (Ontario).
It is expected that the Offering will close on or about May 16, 2019 (the “Closing Date”). The Offering is
subject to the satisfaction of certain conditions, including receipt of all applicable regulatory approvals
including the acceptance of the offering by the Toronto Stock Exchange. All securities to be issued under
the Offering 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. Securities 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 securities laws or an exemption
from such registration is available.
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
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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 7.3 million ounces of gold in the Measured
and Indicated categories and 3.6 million ounc es 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, and we may acquire additional mineral assets in
the future.
ON BEHALF OF FIRST MINING GOLD CORP.
Daniel W. Wilton
Chief Executive Officer and Director
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 United 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, identified 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, event s
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 net proceeds from the
Offering; (iii) the use of the gross proceeds from the sale of the FT Units issued under the Offering to fund exploration
programs that qualify as CEE; (iv) the Company’s focus on advancing its as sets towards production; and (v) 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 stat ements 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;
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
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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 SEDAR 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 statement, w hether written or oral, that may be made from time to time by the
Company or on our behalf, except as required by law.
Cautionary Note to United States Investors
This news release has been prepared in accordance with the requirements of the securities 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 Admini strators 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”. U nder U.S. standards,
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 resourc e” 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 as "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.