First Mining Gold Corp 6-K/A, filed Aug 13, 2020
First Mining Gold Corp. (FFMGF)
6-K/A
2020-08-13
For: 2020-08-11
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Added on
August 22, 2026
About this 6-K/A
First Mining Gold Corp filed this 6-K/A on August 13, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K/A
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of
August 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): [ ]
EXPLANATORY
NOTE
First Mining Gold
Corp. (the “Company”) hereby
furnishes this amended Report of Foreign Private Issuer on Form
6-K/A (this “Amended
Form 6-K”) to amend the Form 6-K furnished by the
Company to the Securities and Exchange Commission earlier on August
4, 2020 (the “Original Form 6-K”). The
sole purpose of this Amended Form 6-K is to reflect the correction
of the following documents that were inadvertently filed in draft
form, and prior to them being finalized: the Company’s
Condensed Interim Consolidated Financial Statements – Second
Quarter 2020 (Q2) (“Interim Financial
Statements”); the Management’s Discussion and
Analysis of Financial Condition and Results of Operations –
Second Quarter 2020 (Q2) (“MD&A”); the CEO
Certification of Interim Filings and the CFO Certification of
Interim Filings, which were attached as Exhibits 99.1 99.2, 99.3
and 99.4, respectively, to the Original Form
6-K.
Corrected versions
of the Interim Financial Statements, MD&A and CEO/CFO
Certifications are attached to this Amended Form 6-K as Exhibits
99.1, 99.2, 99.3 and 99.4, respectively, and the company notes
there aren’t any substantive changes between the two
forms.
DOCUMENTS INCORPORATED BY
REFERENCE
Exhibits 99.1 and
99.2 to this Report on Form 6-K are hereby incorporated by
reference as Exhibits to the Registration Statement on Form F-10 of
First Mining Gold Corp. (File No. 333-231801).
DOCUMENTS FILED AS PART OF THIS FORM
6-K
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Exhibits
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Description
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| Press Release dated August 11,
2020 |
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: August 11, 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 INDEX
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Exhibits
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Description
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| Press Release dated August 11, 2020 |
Exhibit
99.1
NEWS RELEASE
First Mining Provides an Update on the Pickle Crow Gold
Project
Auteco Completes Initial Expenditure Payment
Requirement
August 11, 2020 – Vancouver, Canada – First Mining Gold
Corp. (“First Mining” or the
“Company”) (TSX: FF) (OTCQX: FFMGF) (FRANKFURT:
FMG) is pleased to announce that Auteco Minerals Ltd
(“Auteco”)(ASX:AUT) has notified First Mining that it
has fulfilled the initial $750,000 exploration expenditures
requirement under the earn-in
agreement on the
Pickle Crow Gold Project (“Pickle Crow”) located in
Northern Ontario, regarding the first portion of Auteco’s
stage 1 earn-in requirements. Auteco commenced an aggressive
exploration program in May at Pickle Crow , which included an
extensive drill campaign, and as a result its initial exploration
expenditures, which were required to be completed within 12 months,
have now been completed in 4 months.
“We
are delighted with the progress that our partners at Auteco have
made in advancing the Pickle Crow Gold Project” stated Dan
Wilton, CEO of First Mining. “This partnership has already
surfaced significant value for First Mining shareholders and
highlights the potential value of each of the projects in our
robust portfolio of Canadian gold assets. With a well-funded
strategy, which included Auteco raising A$30.4 million last month,
Auteco continues to increase their understanding of the Pickle Crow
district as they advance an expanded drill program, now planned for
10,000 metres.”
In
order to complete the remaining requirements of the stage 1 earn-in
and thereby earn a 51% interest in PC Gold Inc. (“PC
Gold”), the Company’s wholly-owned subsidiary that owns
Pickle Crow, Auteco will need to incur a further $4.25 million in
expenditures relating to Pickle Crow within the next two years, and
Auteco will need to issue a further 100 million shares to First
Mining on or before the date these expenditures have been
completed.
Auteco
announced on July 30, 2020, that a second diamond rig had recently
arrived on site to test shallow, high-grade targets. As of that
date, 3,800 metres of the expanded 10,000-metre program has been
drilled. Since then, Auteco has established a 24-person camp at the
Pickle Crow site to ensure that exploration can continue
year-round. First Mining plans to update the market on the results
from Auteco’s ongoing drilling as they are
released.
Auteco
finished their quarter with A$4.8 million cash on hand and raised
A$30.4 million via a share placement in July 2020. Auteco is now
well funded to execute on the $10 million earn-in requirements to
earn up to an 80% interest in PC Gold (and thereby, Pickle Crow).
Once Auteco has fulfilled all requirements in the earn-in
agreement, First Mining will hold a 20% interest in PC Gold (and
thereby, Pickle Crow) which will be free carried until the earlier
of the termination of the earn-in agreement or a decision to
production is made. In addition, once Auteco has completed its
Stage 2 earn-in requirements to increase their interest to 70%,
First Mining will be granted a 2% net smelter returns
(“NSR”) royalty by Auteco on Pickle Crow, of which 1%
may be bought back by Auteco for US$2.5 million. Further details on
the earn-in agreement are provided in First Mining’s
January 27, 2020 news release,
and further details on Auteco’s Pickle Crow drill program are
provided in their news release from May 27, 2020 as well as their
June 2020 quarterly activities report released on July 30,
2020.
Qualified Person
Hazel
Mullin, P.Geo., Director, Data Management and Technical Services of
First Mining, is a “Qualified Person” for the purposes
of National Instrument 43-101 Standards of Disclosure for Mineral
Projects (“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 is a Canadian gold developer focused on the development and
permitting of the Springpole Gold Project in northwestern Ontario.
Springpole is one of the
largest undeveloped gold projects in Canada, currently hosting a
mineral resource base of 4.67 million ounces of gold in the
Indicated category and 0.23 million ounces of gold in the Inferred
category1.
A Pre-Feasibility Study is underway, with completion targeted in
early 2021, and permitting is on-going with submission of the
Environmental Impact Statement targeted for 2021. The Company also
holds a large equity position in Treasury Metals Inc. that is
advancing the Goliath-Goldlund gold project towards construction.
First Mining’s eastern Canadian property portfolio also
includes the Pickle Crow (being advanced in partnership with Auteco
Minerals Ltd.), Cameron,
Hope Brook, Duparquet, Duquesne, and Pitt gold
projects.
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:
Spiros
Cacos | Vice
President, Investor Relations
Direct:
+1 604 639 8825 | Toll Free: 1 844 306
8827 |
Email: info@firstmininggold.com
www.firstmininggold.com
Note:
1.
These numbers are
from the independent technical report titled “Preliminary Economic Assessment Update
for the Springpole Gold Project, Ontario, Canada”,
dated November 5, 2019, which was prepared by SRK Consulting
(Canada) Inc. in accordance with National Instrument 43-101
Standards of Disclosure for
Mineral Projects (“NI 43-101”) and is available
at www.sedar.com under First Mining’s SEDAR profile. Readers
are cautioned that the PEA is preliminary in nature, it includes
inferred mineral resources that are considered too speculative
geologically to have the economic considerations applied to them
that would enable them to be categorized as mineral reserves, and
there is no certainty that the PEA will be realized.
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)
timing for Auteco incurring the remaining Pickle Crow expenditures
, and issuing 100 million shares of Auteco to First Mining, in
order to complete the remaining portion of the stage 1 earn-in
requirement; (ii) timing for the mobilization of a third drill rig
to Pickle Crow; (iii) the Company’s plans to update the
market on the results from Auteco’s ongoing drilling as they
are released; (iv) Auteco being well funded to complete all earn-in
requirements with respect to PC Gold and Pickle Crow and the
interests in Pickle Crow that the Company will retain following the
completion of the earn-in; (v) the Company’s focus on
developing and permitting Springpole towards production; (vi)
timing for the completion of a Pre-Feasibility Study for Springpole
and the announcement of the results of such a study; (vii) timing
for the submission of an Environmental Impact Statement for
Springpole; (viii) the Company holding a large equity position in
Treasury Metals Inc.; and (ix) realizing and unlocking 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: the Company’s business,
operations and financial condition potentially being materially
adversely affected by the outbreak of epidemics, pandemics or other
health crises, such as COVID-19, and by reactions by government and
private actors to such outbreaks; risks to employee health and
safety as a result of the outbreak of epidemics, pandemics or other
health crises, such as COVID-19, that may result in a slowdown or
temporary suspension of operations at some or all of the Company's
mineral properties as well as its head office; 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 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, 2019 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.
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.