First Mining Completes Formal Documentation with Auteco to Advance the Pickle Crow Gold Project
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
- 1 -
NEWS RELEASE
First Mining Completes Formal Documentation with Auteco to
Advance the Pickle Crow Gold Project
March 12, 2020 – Vancouver, BC – First Mining Gold Corp. (“First Mining” or the “Company”) (TSX: FF)
(OTCQX: FFMGF) (FRANKFURT: FMG) is pleased to announce that, further to the Company’s news release
dated January 27, 2020, First Mining has entered into a definitive earn-in agreement with Auteco Minerals
Ltd (“Auteco”) (ASX: AUT) whereby Auteco may earn up to an 80% interest in the Company’s wholly -
owned subsidiary PC Gold Inc. (“PC Gold”), which owns the Pickle Crow Gold Project (“Pickle Crow” or the
“Project”) located in northwestern Ontario, Canada.
Dan Wilton, CEO of First Mining, stated “We are thrilled to have partnered with such a high calibre team
to advance the Pickle Crow gold project. Auteco’s strong technical exploration skillset, paired with their
track record of discovery success, provides an opportunity to unlock the potential value of this high-grade,
past-producing region. We are excited that the Auteco team, coming off strong success from their
involvement with Bellevue Gold Limited, has chosen to partner with First Mining on Pickle Crow and
intends to commence exploration and drilling at Pickle Crow in the near -term. The Project will benefit
from modern exploration techniques and a new geological review, while the earn -in structure provides
First Mining and its shareholders potential value fro m a variety of value -generating components:
exploration expenditure requirements to advance Pickle Crow, shares in Auteco, cash consideration, and
retention of a direct interest in the Project along with a 2% NSR. We look forward to working with our
new partners at Auteco on Pickle Crow and delivering value for our shareholders through advancement
of our broader asset portfolio.”
Ray Shorrocks, Auteco’s Executive Chairman, commented “ I’m delighted that we have completed the
formal documentation with our partners, First Mining. Having spent significant time over the past couple
of weeks with the First Mining team and at the Pickle Crow Project, the Auteco team are genuinely excited
to commence exploration at such a well-known and prolific gold mining district in Canada.”
As upfront consideration, First Mining received $50,000 cash in January and has received an additional
$50,000 upon signing the earn-in agreement. Auteco will also issue to First Mining 25 million shares of
Auteco within the next 45 days, as per the terms of the earn-in agreement.
The key terms of the earn-in agreement are as follows:
Stage 1 Earn-In (51% earn-in)
Three-year initial earn-in period to acquire a 51% interest in PC Gold ( and thereby a 51% interest in the
Project) by:
• Spending $5 million on exploration of the Pickle Crow Gold Project , of which $750,000 must be
incurred within the first 12 months; and
• Issuing 100,000,000 shares of Auteco to First Mining.
Stage 2 Earn-In (additional 19% to earn-in to 70%)
Upon completion of the Stage 1 Earn -In, Auteco will have a two -year follow -on period to acquire an
additional 19% interest in PC Gold (and thereby an additional 19% interest in the Project), by:
• Spending a further $5 million on exploration of the Pickle Crow Gold Project;
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
- 2 -
• Making a $1 million cash payment to First Mining within 90 days of completing the additional
exploration spend; and
• Issuing First Min ing a 2% NSR royalty on the Project ( 1% of which can be bought back for US$2.5
million).
Buy-In (additional 10% to earn-in to 80%)
Upon completion of the Stage 2 Earn -In, Auteco will have an option to acquire an additional 10% of PC
Gold (and thereby an additional 10% interest in the Project), exercisable any time after completion of the
Stage 2 Earn-In, by:
• Paying First Mining $3 million in cash.
Additional Terms
• Upon completion of the Stage 1 Earn-in, First Mining and Auteco (through a wholly-owned subsidiary)
will form a joint venture.
• First Mining will be free carried, at a 20% interest, until the earlier of termination of the earn -in
agreement or a decision to mine.
• Auteco will require shareholder approval to issue its shares. First Min ing may terminate the
transaction if such shareholder approval is not obtained.
Pickle Crow is one of Canada’s highest -grade historical gold mines. It operated from 1935 until 1966,
during which time it reportedly produced almost 1.5 million ounces of gold at an average grade of 16.14
g/t. The property consists of ~190 km 2 (19,000 hectares) of tenure covering a major gold province. First
Mining acquired the Project in November 2015 through its acquisition of PC Gold Inc.
About Auteco
Auteco Minerals Li mited (ASX: AUT) is an emerging mineral exploration company currently focused on
advancing high-grade gold resources at the Pickle Crow Gold Project in Ontario, Canada. The Auteco Board
of Directors and Technical Management team has a proven track record of discovering gold and creating
wealth for shareholders and all stakeholders in recent years.
Qualified Person
Hazel Mullin, P.Geo., Director, Data Management and Technical Services of First Mining, is a “ Qualified
Person” for the purposes of NI 43 -101, and she has reviewed and approved the scientific and technical
disclosure contained in this news release.
About First Mining Gold Corp.
First Mining Gold Corp. is a Canadian -focused gold exploration and development company advancing 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. First Mining’s primary focus is the development and permitting
of its Springpole Gold Project and the advanced exploration of its Goldlund Gold Project, both located in
northwestern Ontario. Springpole is one of the largest undeveloped gold assets in Canada, with permitting
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
- 3 -
and a Pre -Feasibility Study underway. Goldlund is an advanced exploration stage asset where drilling is
ongoing to define both the extension of the existing resource area and to better define the regional scale
potential. First Mining’s eastern Canadian property portfolio also includes Cameron, Pickle Crow, Hope
Brook, Duparquet, Duquesne, and Pitt.
First Mining was created in 2015 by Mr. Keith Neumeyer, founding President and CEO of First Majestic
Silver Corp.
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”, "anti cipates”, "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) completion and timing of any cash and share payments set out in the earn-in agreement that the
Company has signed with Auteco; (ii) complet ion and timing of all earn- in stages under the earn- in agreement; (iii)
the grant and timing of a 2% NSR to First Mining over the Pickle Crow Gold Project; (iv) completion and timing of all
exploration expenditures required under the earn- in agreement; (v) the Pickle Crow Gold Project benefitting from
modern exploration techniques and a new geological review ; and (vi) funding by Auteco to conduct exploration. All
forward-looking statements are based on First Mining's or its consultants' current beliefs as w ell 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: regulatory approvals;
shareholder approval from Auteco shareholders; receipt of necessary financing by Auteco; the presence of and
continuity of metals at the Pickle Crow Gold Project at estimated grades; success in realizing proposed drilling
programs; 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 or Australian dollar); changes
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
- 4 -
in national and local government, legislation, taxation, controls, regulations and political or economic developments;
risks and hazards associated with the business of mineral exploration and exploration drilling programs, 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 t hat 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, whether 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 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. 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 nor mally 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 "reserv es” 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 economi cally 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 "res erves” 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.