First Mining Signs Option Agreement for its Turquoise Canyon Property
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NEWS RELEASE
First Mining Signs Option Agreement for its Turquoise Canyon Property
August 21, 2019 – Vancouver, BC – First Mining Gold Corp. (“First Mining” or the “Company”) (TSX: FF)
(OTCQX: FFMGF) (FRANKFURT: FMG) is pleased to announce the signing of a four-year option agreement
(the “Option Agreement”) with Momentum Minerals Ltd. (“Momentum”), a private company, granting
Momentum the right to earn a 100% interest in First Mining’s Turquoise Canyon property (“Turquoise
Canyon” or the “Property”) located in Nevada, U.S.
Dan Wilton, CEO of First Mining stated, “Optioning this non-core property allows First Mining to continue
to focus its core business on its Canadian assets, while eliminating our holding costs relating to this
property, realizing value and retaining exposure to this prospective Nevada gold asset.”
Turquoise Canyon consists of 188 unpatented claims totaling 1,562 hectares located along the Battle
Mountain-Eureka Trend in Nevada, U.S. The Property is located 16 kilometres south of Barrick Gold Corp.'s
Cortez Mine Complex, 9 kilometres west of its Gold Rush deposit and 1.5 kilometres east of the Toiyabe
Mine, a Carlin-type gold deposit that was a past producer of gold in the 1990s.
A map showing the Property location can be viewed at the following link:
https://www.firstmininggold.com/_resources/maps/Turquoise-Canyon-Location-Map.pdf.
Under the terms of the Option Agreement, First Mining will receive up to $500,000 in aggregate proceeds
from 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 a nnual consideration payments of cash or Momentum common shares will be at Momentum’s
election. Beginning in 2020, Momentum will also be responsible for pay ing all annual concession tax
payments with respect to the 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 P roperty totaling $750,000 over the four- year option period, incurring at leas t
$50,000 in year one and $100,000 in year two. Upon completion of all payment and expenditure
obligations, Momentum will obtain 100% ownership of Turquoise Canyon and First Mining will retain a
2% net smelter returns (“NSR”) royalty. Momentum will have the right to buy back 1% of the NSR royalty
for $1 ,000,000 up until the first anniversary of the commencement of commercial production at the
Property.
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
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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, and 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, 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 $500,000 in aggregate proceeds that the Company expects to receive from Momentum during
the course of the four -year option period; (ii) the various payment anniversary dates in the Option Agreement ; (iii)
the various dates set out in the Option Agreement by which Momentum is expected to incur exploration expenditures
on the Property, and the quantum of such expenditures ; (iv) Momentum fulfilling all of its obligations under the
Option Agreement and obtaining 100% ownership of the Property ; and (v) the Company retaining a 2% NSR in the
Property. 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, pol itical
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: 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); market price and volume of trading in the Company’s shares;
changes in national and local government, legislation, taxation, controls, regulat ions and political or economic
developments; risks and hazards associated with the business of mineral exploration and exploration drilling
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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 i ncreasing 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 aff ect 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 prep ared in accordance with National 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 "res ource” 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 mi neral 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 o r 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 minerali zation 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.