First Mining Gold Corp 6-K, filed Mar 13, 2020
First Mining Gold Corp. (FFMGF)
6-K
2020-03-13
For: 2020-03-12
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April 07, 2026
About this 6-K
First Mining Gold Corp filed this 6-K on March 13, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of
March 2020
Commission File Number: 000-55607
First Mining Gold
Corp.
(Translation of registrant's name into English)
(Translation of registrant's name into English)
Suite
2070, 1188 West Georgia Street, Vancouver, B.C., V6E
4A2
(Address of principal executive office)
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form
40-F.
Form 20-F [ ]
Form 40-F [ X ]
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): [ ]
SUBMITTED
HEREWITH
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Exhibits
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Press Release dated March 12,
2020
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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First Mining Gold
Corp.
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(Registrant)
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Date: March 12, 2020
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/s/ Samir
Patel
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Samir Patel
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General Counsel and Corporate
Secretary
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Exhibit 99.1
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 from 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;
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Making a $1 million
cash payment to First Mining within 90 days of completing the
additional exploration spend; and
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Issuing First
Mining a 2% NSR royalty on the Project (1% of which can be bought
back for US$2.5 million).
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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:
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Paying First Mining
$3 million in cash.
Additional Terms
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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 Mining 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 km2 (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 Limited (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 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.
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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:
info@firstmininggold.com
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)
completion and timing of any cash and share payments set out in the
earn-in agreement that the Company has signed with Auteco; (ii)
completion 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 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: 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 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 bylocal 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.
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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, 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 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 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.
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