First Mining Gold Corp 6-K, filed Feb 6, 2020
First Mining Gold Corp. (FFMGF)
6-K
2020-02-06
For: 2020-02-06
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Added on
April 07, 2026
About this 6-K
First Mining Gold Corp filed this 6-K on February 6, 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
February 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
1800, 925 West Georgia
Street, Vancouver, B.C., V6C3L2
(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
February 6, 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: February 6,
2020
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/s/ Samir
Patel
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Samir Patel
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Corporate Counsel and Corporate
Secretary
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Exhibit 99.1
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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 $5.0 Million Non-Brokered Private Placement
Financing
February 6, 2020 – Vancouver, BC – First Mining Gold
Corp. (“First Mining” or the
“Company”) (TSX: FF) (OTCQX: FFMGF) (FRANKFURT:
FMG) is pleased to announce that it intends to complete an equity
financing by way of a non-brokered private placement for aggregate
gross proceeds of up to $5,000,000 (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 11,363,637 units of the Company (the
“Units”) at a price of $0.22 per Unit (the “Unit
Offering Price”) for gross proceeds of up to $2,500,000, and
up to 10,000,000 flow-through units of the Company (the “FT
Units”) at a price of $0.25 per FT Unit for gross proceeds of
up to $2,500,000.
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 $0.33 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 Income 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 Development
Expenses” (“CDE”) as defined in the Income Tax Act (Canada) on the
Company’s Springpole Gold Project in Ontario, and renounced
to subscribers effective December 31, 2020.
It is
expected that the offering of FT Units will close on or about
February 14, 2020, and the remainder of the Offering will close on
or about February 28, 2020 (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.
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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 7.4 million ounces of gold in the
Measured 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.
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)
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 at the Company’s Springpole Gold
Project that qualify as CDE; (iv) the Company’s focus on
advancing its assets 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 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: failure to obtain regulatory
approval; demand for the Units and FT Units; 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, whether written or oral, that may be made from time to
time by the Company or on our behalf, except as required by
law.
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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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