First Mining Files Preliminary Base Shelf Prospectus and Registration Statement
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
- 1 -
NEWS RELEASE
First Mining Files Preliminary Base Shelf Prospectus and
Registration Statement
May 29, 2019 – Vancouver, BC – First Mining Gold Corp. (“First Mining” or the “Company”) (TSX: FF)
(OTCQX: FFMGF) (FRANKFURT: FMG) anno unces that it has filed a preliminary short form base shelf
prospectus (the “Preliminary Shelf Prospectus”) with the securities commissions in each of the provinces
of Canada, and a corresponding registration statement on Form F-10 (the “Registration Statement”) with
the United States Securities and Exchange Commission ( the “ SEC”) under the U.S./Canada
Multijurisdictional Disclosure System.
First Mining has filed this Preliminary Shelf Prospectus and the Registration Statement to provide the
Company with greater financial flexibility going forward but has not entered into any agreements or
arrangements to authorize or offer any Securities (as defined below) at this time.
When made final or effective, the Preliminary Shelf Prospectus and corresponding Registration Statement
will allow First Mining to undertake offerings of common shares (including common shares issued on a
“flow-through” basis), preferred shares, warrants, subscription receipts and units (collectively, the
“Securities”), or any combination thereof, up to an aggregate total of CAD$100 million from time to time
during the 25 -month period that the final short form base shel f prospectus remains effective. The
Securities may be offered in amounts, at prices and on terms to be determined at the time of sale and,
subject to applicable regulations, may include “at-the-market” transactions, public offerings or strategic
investments. The specific terms of any offering of Securities, including the use of proceeds from any
offering, will be set forth in one or mor e shelf prospectus supplement(s) to be filed with applicable
securities regulators.
A copy of the P reliminary Shelf Prospectus, and copies of the final short form base s helf prospectus and
any shelf prospectus supplements that may be filed in the future, can be found under the Company’s
SEDAR profile at www.sedar.com and on EDGAR at www.sec.gov, or may be obtained by request to Samir
Patel, First Mining’s General Counsel & Corporate Secretary , Suite 1800 – 925 West Georgia Street,
Vancouver, British Columbia V6C 3L2, Canada (tel: 1-844-306-8827), or to [email protected].
No securities regulatory authority has either approved or disapproved the contents of this news release.
The Registration Statement filed today with the SEC has not yet become effective. No Securities may be
sold, nor may offers to buy be accepted, prior to the time the Preliminary Shelf Prospectus and
Registration Statement become effective. This news release does not constitute an offer to sell or a
solicitation of an offer to buy any se curities of the Company in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
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 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
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
- 2 -
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 Pri vate 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, 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 filing and effectiveness of the final base shelf prospectus and corresponding Registration
Statement; (ii) the filing and effectiveness of any potential prospectus supplement; (iii) the amount and terms of any
Securities to be offered; (iv) the Company’s focus on advancing its as sets towards production; and (v ) realizing the
value of the Company’s gold projects f or 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 informatio n
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 i nclude, without limitation: the timing and filing of the final base shelf prospectus and corresponding
Registration Statement; the potential offering of any S ecurities by the Company ; uncertainty with respect to the
completion of any future offering; the ability to obtain applicable regulatory approval for any contemplated offerings;
the ability of the Company to negotiate and complete future funding transactions ; 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 w ith 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 o n
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
- 3 -
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 r espect 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 fr om 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 Administrators which establishes standards for all public disclos ure 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 b e comparable to similar informati on 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 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 "co ntained 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 t o 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.