First Mining Gold Corp 6-K, filed Nov 10, 2021
First Mining Gold Corp. (FFMGF)
6-K
2021-11-10
For: 2021-09-30
View Original
Added on
April 07, 2026
About this 6-K
First Mining Gold Corp filed this 6-K on November 10, 2021.
UNITED STATES
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 September 2021
Commission
File Number: 000-55607
First Mining Gold Corp.
(Translation
of registrant's name into English)
Suite 2070, 1188 West Georgia
Street, Vancouver, B.C., V6E 4A2
(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
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
|
Exhibits
|
Description
|
|
Condensed
Interim Consolidated Financial Statements for the three and nine months ended September 30,
2021 and 2020
|
|
|
Management’s
Discussion & Analysis For The Three And Nine Months Ended
September 30, 2021
|
|
|
CEO
Certification of Interim Filings
|
|
|
CFO
Certification of Interim Filings
|
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.
|
|
|
First Mining Gold
Corp.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
Date:
November 10, 2021
|
|
/s/
Samir Patel
|
|
|
|
Samir
Patel
|
|
|
|
General
Counsel and Corporate Secretary
|
|
|
|
|
EXHIBIT INDEX
|
Exhibits
|
Description
|
|
99.1
|
Condensed
Interim Consolidated Financial Statements for the three and
nine months ended September 30, 2021 and 2020
|
|
99.2
|
Management’s
Discussion & Analysis For The Three And Nine Months Ended
September 30, 2021
|
|
99.3
|
CEO
Certification of Interim Filings
|
|
99.4
|
CFO
Certification of Interim Filings
|
Exhibit 99.1

First Mining Gold Corp.
Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2021 and
2020
(Expressed in thousands of Canadian dollars unless otherwise
noted)
(Unaudited)
FIRST MINING GOLD CORP.
INTERIM
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT
SEPTEMBER 30, 2021 AND DECEMBER 31, 2020
(Expressed
in thousands of Canadian dollars unless otherwise
noted)
(Unaudited)
|
|
September
30,
2021
|
December
31,
2020
|
|
|
|
|
|
ASSETS
|
|
|
|
Current
|
|
|
|
Cash and cash
equivalents
|
$30,348
|
$28,901
|
|
Investments (Note
3)
|
17,331
|
18,425
|
|
Prepaid expenses,
accounts and other receivables
|
868
|
2,700
|
|
Total
current assets
|
48,547
|
50,026
|
|
|
|
|
|
Non-current
|
|
|
|
Mineral properties
(Note 4)
|
165,073
|
179,429
|
|
Investment in
Treasury Metals Inc. (Note 5)
|
16,260
|
63,812
|
|
Investment in PC
Gold Inc. (Note 6)
|
21,570
|
-
|
|
Investment in Big
Ridge Gold Corp. (Note 7)
|
1,569
|
-
|
|
Mineral property
investments (Note 8)
|
6,210
|
6,726
|
|
Property and
equipment
|
850
|
570
|
|
Other
assets
|
431
|
650
|
|
Total
non-current assets
|
211,963
|
251,187
|
|
TOTAL
ASSETS
|
$260,510
|
$301,213
|
|
|
|
|
|
LIABILITIES
|
|
|
|
Current
|
|
|
|
Accounts payable
and accrued liabilities
|
$2,258
|
$2,013
|
|
Current portion of
lease liability
|
123
|
112
|
|
Provision for
Pickle Crow reclamation funding (Note 4(b))
|
710
|
-
|
|
Current portion of
environmental reclamation provision
|
-
|
250
|
|
Option – PC
Gold (Note 4(b))
|
4,347
|
4,410
|
|
Obligation to
distribute investments (Note 5(c))
|
-
|
34,040
|
|
Total
current liabilities
|
7,438
|
40,825
|
|
|
|
|
|
Non-current
|
|
|
|
Lease
liability
|
348
|
442
|
|
Environmental
reclamation provision
|
-
|
3,133
|
|
Silver Stream
derivative liability (Note 9)
|
23,768
|
13,260
|
|
Total
non-current liabilities
|
24,116
|
16,835
|
|
TOTAL
LIABILITIES
|
31,554
|
57,660
|
|
|
|
|
|
SHAREHOLDERS’
EQUITY
|
|
|
|
Share capital (Note
10)
|
318,434
|
317,167
|
|
Warrant and
share-based payment reserve (Note 10)
|
46,681
|
44,648
|
|
Accumulated other
comprehensive gain (loss)
|
(376)
|
(1,392)
|
|
Accumulated
deficit
|
(135,783)
|
(116,870)
|
|
Total
shareholders’ equity
|
228,956
|
243,553
|
|
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$260,510
|
$301,213
|
Subsequent
Events (Note 15)
The
consolidated financial statements were approved by the Board of
Directors:
Signed: “Keith Neumeyer”,
Director
Signed: “Raymond Polman”,
Director
The
accompanying notes are an integral part of these condensed interim
consolidated financial statements.
1
FIRST
MINING GOLD CORP.
INTERIM
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Expressed
in thousands of Canadian dollars unless otherwise
noted)
(Unaudited)
|
|
Nine
months ended September 30,
|
|
|
|
2021
|
2020
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
Net loss for the
period
|
$(31,867)
|
$(33,345)
|
|
Adjustments
for:
|
|
|
|
Gain on
deconsolidation of subsidiary (Note 4)
|
(9,280)
|
-
|
|
Impairment of
non-current assets (Note 5(b))
|
23,555
|
24,870
|
|
Share-based
payments (Note 10)
|
1,585
|
777
|
|
Depreciation
|
238
|
233
|
|
Fair value loss on
Silver Stream derivative liability (Note 9)
|
700
|
6,112
|
|
Investments fair
value loss (Note 3)
|
4,672
|
426
|
|
Other
expenses
|
42
|
-
|
|
Accrued interest
receivable
|
(84)
|
-
|
|
Unrealized foreign
exchange loss (gain)
|
40
|
(606)
|
|
Deferred income tax
recovery
|
-
|
(1,539)
|
|
Finance
cost
|
38
|
62
|
|
Equity and dilution
loss on equity accounted investments
|
5,675
|
(467)
|
|
Loss on disposal of
subsidiaries
|
-
|
303
|
|
Operating
cash flows before movements in working capital
|
(4,686)
|
(3,174)
|
|
Changes in non-cash
working capital items:
|
|
|
|
Increase in
accounts and other receivables
|
(35)
|
(71)
|
|
Increase in prepaid
expenditures
|
(31)
|
(8)
|
|
Decrease in
accounts payables and accrued liabilities
|
(751)
|
(244)
|
|
Total
cash used in operating activities
|
(5,503)
|
(3,497)
|
|
Cash
flows from investing activities
|
|
|
|
Mineral property
expenditures (Note 4)
|
(11,241)
|
(9,474)
|
|
Investment in
Treasury Metals Inc.
|
-
|
(118)
|
|
Proceeds from sale
of investments (Note 3)
|
11,386
|
-
|
|
Property and
equipment purchases
|
(425)
|
(197)
|
|
Option payments and
expenditures recovered (Note 4)
|
1,968
|
148
|
|
Total
cash provided by (used in) investing activities
|
1,688
|
(9,641)
|
|
Cash
flows from financing activities
|
|
|
|
Net proceeds from
bought deal financing
|
-
|
26,647
|
|
Net proceeds from
private placements
|
-
|
9,124
|
|
Proceeds from
Silver Stream (Note 9)
|
4,757
|
3,263
|
|
Proceeds from ATM
program
|
-
|
125
|
|
Proceeds from
exercise of warrants and stock options
|
668
|
706
|
|
Repayment of lease
liability
|
(83)
|
(67)
|
|
Finance costs
paid
|
(37)
|
(41)
|
|
Total
cash provided by financing activities
|
5,305
|
39,757
|
|
Foreign exchange
effect on cash
|
(43)
|
(44)
|
|
Change
in cash and cash equivalents
|
1,447
|
26,575
|
|
Cash
and cash equivalents, beginning
|
28,901
|
5,902
|
|
Cash
and cash equivalents, ending
|
$30,348
|
$32,477
|
The
accompanying notes are an integral part of these condensed interim
consolidated financial statements.
2
FIRST MINING GOLD CORP.
INTERIM
CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE
LOSS
FOR THE
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND
2020
(Expressed
in thousands of Canadian dollars, except share and per share
amounts)
(Unaudited)
|
|
Three months
ended
September
30,
|
Nine
months ended
September
30,
|
||
|
|
2021
|
2020
|
2021
|
2020
|
|
|
|
|
|
|
|
OPERATING EXPENSES (Note
11)
|
|
|
|
|
|
General and
administration
|
$1,195
|
$441
|
$3,820
|
$2,449
|
|
Exploration and
evaluation
|
174
|
213
|
621
|
571
|
|
Investor relations
and marketing communications
|
399
|
346
|
1,830
|
892
|
|
Corporate
development and due diligence
|
100
|
59
|
347
|
285
|
|
Impairment of
non-current assets (Note 5)
|
-
|
2,372
|
23,555
|
24,870
|
|
Loss from
operational activities
|
(1,868)
|
(3,431)
|
(30,173)
|
(29,067)
|
|
|
|
|
|
|
|
OTHER
ITEMS
|
|
|
|
|
|
Gain on
deconsolidation of subsidiary (Note 4(b))
|
449
|
-
|
9,280
|
-
|
|
Fair value gain
(loss) on Silver Stream liability (Note 9)
|
7,704
|
(6,112)
|
(700)
|
(6,112)
|
|
Investments fair
value loss (Note 3)
|
(4,039)
|
(3,439)
|
(4,672)
|
(426)
|
|
Foreign exchange
gain (loss)
|
112
|
(64)
|
(54)
|
543
|
|
Other
expenses
|
(15)
|
(25)
|
(68)
|
(71)
|
|
Interest and other
income
|
61
|
31
|
195
|
85
|
|
Loss on disposal of
subsidiaries
|
-
|
-
|
-
|
(303)
|
|
Gain
(loss) before income taxes
|
$2,404
|
$(13,040)
|
$(26,192)
|
$(35,351)
|
|
Deferred income tax
recovery
|
-
|
221
|
-
|
1,539
|
|
Equity income
(losses) and dilution impacts of equity accounted investments (Note
5,6 & 7)
|
15
|
467
|
(5,675)
|
467
|
|
Net
income (loss) for the period
|
$2,419
|
$(12,352)
|
$(31,867)
|
$(33,345)
|
|
|
|
|
|
|
|
OTHER
COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
Items that will not be reclassified to net income or
(loss):
|
|
|
|
|
|
Investments fair
value gain (loss)
|
(1,263)
|
1,648
|
1,533
|
1,721
|
|
|
|
|
|
|
|
Mineral property
investments fair value gain (loss) (Note 8)
|
(73)
|
423
|
(516)
|
1,326
|
|
|
|
|
|
|
|
Items that are or may be reclassified to net income or
(loss):
|
|
|
|
|
|
Currency
translation adjustment of foreign subsidiaries
|
10
|
(10)
|
(1)
|
25
|
|
Recycling of
currency translation adjustment on disposal of foreign
subsidiaries
|
-
|
-
|
-
|
(630)
|
|
Other comprehensive
income (loss)
|
(1,326)
|
2,061
|
1,016
|
2,442
|
|
|
|
|
|
|
|
Net
income (loss) and comprehensive income (loss)
for
the period
|
$1,093
|
$(10,291)
|
$(30,851)
|
$(30,903)
|
|
Income (loss) per
share
|
|
|
|
|
|
Basic
|
$0.00
|
$(0.02)
|
$(0.05)
|
$(0.05)
|
|
Diluted
|
$0.00
|
$(0.02)
|
$(0.05)
|
$(0.05)
|
|
Weighted average
number of shares outstanding
|
|
|
|
|
|
Basic
|
699,523,115
|
656,270,866
|
698,177,258
|
632,847,071
|
|
Diluted
|
705,398,997
|
656,270,866
|
698,177,258
|
632,847,071
|
The
accompanying notes are an integral part of these condensed interim
consolidated financial statements.
3
FIRST MINING GOLD CORP.
INTERIM
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Expressed in
thousands of Canadian dollars, except share and per share
amounts)
(Unaudited)
|
|
Number of common
shares
|
Share capital
|
Warrant reserve
|
Share-based payment reserve
|
Accumulated other comprehensive income (loss)
|
Accumulated deficit
|
Total
|
|
|
|
|
|
|
|
|
|
|
Balance
as at December 31, 2019
|
591,997,138
|
$282,666
|
$14,532
|
$18,798
|
$(3,649)
|
$(50,015)
|
$262,332
|
|
Proceeds from bought deal
financing
|
57,500,000
|
25,339
|
3,411
|
-
|
-
|
-
|
28,750
|
|
Bought deal financing share
issuance cost
|
-
|
(1,854)
|
(249)
|
-
|
-
|
-
|
(2,103)
|
|
Proceeds from private
placements
|
40,198,095
|
8,160
|
1,122
|
-
|
-
|
-
|
9,282
|
|
Flow-through share
premium liability
|
-
|
(300)
|
-
|
-
|
-
|
-
|
(300)
|
|
Private placements share
issuance cost
|
-
|
(136)
|
(22)
|
-
|
-
|
-
|
(158)
|
|
At-the-market
distributions
|
532,000
|
125
|
-
|
-
|
-
|
-
|
125
|
|
Exercise of options
(Note 10(d))
|
2,092,500
|
1,049
|
-
|
(428)
|
-
|
-
|
621
|
|
Exercise of warrants
(Note 10(c))
|
247,500
|
98
|
(13)
|
-
|
-
|
-
|
85
|
|
Shares issued for prior
mineral property acquisition
|
24,220
|
4
|
-
|
-
|
-
|
-
|
4
|
|
Warrants issued to First
Majestic Silver Corp.
|
-
|
-
|
6,278
|
-
|
-
|
-
|
6,278
|
|
Share-based
payments
|
-
|
-
|
-
|
1,165
|
-
|
-
|
1,165
|
|
Obligation to distribute
investments
|
-
|
-
|
-
|
-
|
-
|
(37,222)
|
(37,222)
|
|
Loss for the
period
|
-
|
-
|
-
|
-
|
-
|
(33,345)
|
(33,345)
|
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
2,442
|
-
|
2,442
|
|
Balance
as at September 30, 2020
|
692,591,453
|
$315,151
|
$25,059
|
$19,535
|
$(1,207)
|
$(120,582)
|
$237,956
|
|
Balance
as at December 31, 2020
|
697,216,453
|
$317,167
|
$25,056
|
$19,592
|
$(1,392)
|
$(116,870)
|
$243,553
|
|
Exercise of options
(Note 10(d))
|
2,287,500
|
841
|
-
|
(265)
|
-
|
-
|
576
|
|
Exercise of warrants
(Note 10(c))
|
265,650
|
104
|
(12)
|
-
|
-
|
-
|
92
|
|
Shares issued on acquisition
of Birch-uchi mineral
property tenure (Note
4)
|
857,035
|
310
|
-
|
-
|
-
|
-
|
310
|
|
Cameron Gold exploration
agreement
|
25,000
|
12
|
9
|
-
|
-
|
-
|
21
|
|
Share reduction due to
expiry
|
(701,579)
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Share-based
payments
|
-
|
-
|
-
|
2,301
|
-
|
-
|
2,301
|
|
Obligation to distribute
investments fair value adjustment
|
-
|
-
|
-
|
-
|
-
|
12,954
|
12,954
|
|
Loss for the
period
|
-
|
-
|
-
|
-
|
-
|
(31,867)
|
(31,867)
|
|
Other comprehensive
loss
|
-
|
-
|
-
|
-
|
1,016
|
-
|
1,016
|
|
Balance
as at September 30, 2021
|
699,950,059
|
$318,434
|
$25,053
|
$21,628
|
$(376)
|
$(135,783)
|
$228,956
|
The
accompanying notes are an integral part of these condensed interim
consolidated financial statements.
4
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
1. NATURE OF OPERATIONS
First
Mining Gold Corp. (the “Company” or “First
Mining”) is a public company which is listed on the Toronto
Stock Exchange (the “TSX”) under the symbol
“FF”, on the OTCQX under the symbol
“FFMGF”, and on the Frankfurt Stock Exchange under the
symbol “FMG”. The Company’s head office and
principal address is Suite 2070 – 1188 West Georgia Street,
Vancouver, British Columbia, Canada, V6E 4A2.
First
Mining was incorporated on April 4, 2005. The Company changed its
name to First Mining Gold Corp. in January 2018.
First
Mining is a Canadian gold exploration and development company
focused on the permitting and development of the Springpole Gold
Project in northwestern Ontario and advancing work at its other
gold projects in Canada. First Mining holds a significant equity
investment in Treasury Metals Inc. (“Treasury Metals”)
(TSX: TML) (Note 5) which is advancing the Goliath-Goldlund gold
complex in Ontario towards a construction decision. First
Mining’s portfolio of gold projects in eastern Canada also
includes equity accounted investments in entities which own Pickle
Crow (being advanced by Auteco Minerals Ltd. (“Auteco”)
(ASX: AUT)), Hope Brook (being advanced with Big Ridge Gold Corp.
(“Big Ridge”) (TSXV: BRAU), Cameron, Duparquet,
Duquesne, and Pitt.
In
March 2020, the World Health Organization declared a global
pandemic related to COVID-19. As the Company does not have
production activities, the ability to fund ongoing exploration is
affected by the availability of financing. Due to market
uncertainty arising from the impacts of COVID-19 the Company may be
restricted in its ability to raise additional funding. To date the
impact on the Company has been limited to a slowing of on site
exploration activities during the 2020 and 2021 years. The impact
of COVID-19 on the Company over time is not readily determinable;
however, its effects may have a material impact on the
Company’s financial position, results of operations and cash
flows in future periods.
2. BASIS OF PRESENTATION
These
unaudited condensed interim consolidated financial statements have
been prepared in accordance with International Accounting Standard
34, Interim Financial
Reporting using policies consistent with International
Financial Reporting Standards as issued by the International
Accounting Standards Board (“IFRS”). These condensed
interim consolidated financial statements should be read in
conjunction with the Company’s audited annual consolidated
financial statements for the year ended December 31, 2020, as some
disclosures from the annual consolidated financial statements have
been condensed or omitted.
These
unaudited condensed interim consolidated financial statements have
been prepared on a historical cost basis, except for financial
instruments classified as fair value through profit and loss or
fair value through other comprehensive income (loss), which are
stated at their fair value. The condensed interim consolidated
financial statements are presented in thousands of Canadian
dollars, unless otherwise noted, and tabular amounts are expressed
in thousands of Canadian dollars.
These
condensed interim consolidated financial statements include the
accounts of the Company and its subsidiaries.
The
functional currency of the Company and its Canadian subsidiaries is
the Canadian dollar while the functional currency of the
Company’s non-Canadian subsidiary is the US
dollar.
These unaudited condensed interim consolidated financial statements
were approved by the Board of Directors on November 9, 2021.
5
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
2. BASIS OF PRESENTATION (continued)
In
preparing the Company’s unaudited condensed interim
consolidated financial statements for the three and nine months
ended September 30, 2021, the Company used the same accounting
policies, methods of computation and accounting policy judgments as
in the annual consolidated financial statements for the year ended
December 31, 2020. Additionally, the areas of
estimation uncertainty remain unchanged from those disclosed in the
annual consolidated financial statements. There are no IFRS or IFRS
Interpretations Committee interpretations that are not yet
effective that would be expected to have a material impact on the
Company’s consolidated financial statements.
3. INVESTMENTS
The
movements in investments during the nine months ended September 30,
2021 and the year ended December 31, 2020 are summarized as
follows:
|
|
Marketable
Securities (FVTPL)
|
Marketable
Securities
(FVTOCI)
|
Warrants
(FVTPL)
|
Total
Investments
|
|
Balance as at December 31, 2020
|
$9,267
|
$3,386
|
$5,772
|
$18,425
|
|
Additions
|
13,691
|
216
|
-
|
13,907
|
|
Disposals
|
(9,043)
|
(668)
|
-
|
(9,711)
|
|
Gain recorded in
other comprehensive loss
|
-
|
1,531
|
-
|
1,531
|
|
Loss recorded in
net loss
|
(1,049)
|
-
|
(3,698)
|
(4,747)
|
|
Reclassification
to assets held for distribution
|
-
|
-
|
(2,074)
|
(2,074)
|
|
Balance as at September 30, 2021
|
$12,866
|
$4,465
|
$-
|
$17,331
|
|
|
Marketable
Securities (FVTPL)
|
Marketable
Securities
(FVTOCI)
|
Warrants
(FVTPL)
|
Total
Investments
|
|
Balance as at December 31, 2019
|
$-
|
$1,775
|
$-
|
$1,775
|
|
Additions
|
11,134
|
-
|
9,812
|
20,946
|
|
Disposals
|
(6,672)
|
-
|
-
|
(6,672)
|
|
Gain recorded in
other comprehensive loss
|
-
|
1,611
|
-
|
1,611
|
|
Gain (loss)
recorded in net loss
|
4,805
|
-
|
(4,040)
|
765
|
|
Balance as at December 31, 2020
|
$9,267
|
$3,386
|
$5,772
|
$18,425
|
The
Company holds securities of publicly traded companies as strategic
interests. The investments where the Company does not have
significant influence are classified as marketable securities. The
Auteco and First Majestic common shares are classified as
FVTPL. Other marketable securities are designated as
FVTOCI.
During
the nine months ended September 30, 2021, the Company:
●
Received 287,300
common shares of First Majestic (initial recognition - $5,051,000,
September 30, 2021 – $4,163,000) in connection with the
Silver Purchase Agreement (defined in Note 9);
6
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
3. INVESTMENTS (continued)
●
Received
100,000,000 common shares of Auteco (initial recognition -
$8,640,000, September 30, 2021 – $8,704,000) in connection
with the Auteco Earn-In Agreement (defined in Note
4(b));
●
Sold a total of
400,000 common shares of First Majestic for net proceeds of
$9,022,000 which resulted in a $3,863,000 realized
gain on sale based on the
original cost at the time of receipt; and
●
Sold a total of
419,200 common shares of other marketable securities for net
proceeds of $668,000 which resulted in a realized gain on sale of
$385,000 based on the original cost at the time of
receipt.
At June
30, 2021 the Treasury Metals Warrants (with a fair value of
$2,074,000) were reclassified to Assets Held for Distribution
following the June 30, 2021 shareholder vote approving the Treasury
Metals Share and Warrant distribution which occurred on July 15,
2021.
4. MINERAL PROPERTIES
As at
September 30, 2021 and December 31, 2020, the Company has
capitalized the following acquisition, exploration, and evaluation
costs on its mineral properties:
|
|
Springpole
|
Cameron
|
Duquesne/Pitt
|
Hope Brook
(Note 4(c))
|
Pickle Crow
(Note 4(d))
|
Goldlund
(Note 5)
|
Others
(1)
|
Total
|
|
Balance December 31, 2020
|
$87,907
|
$31,875
|
$7,229
|
$20,612
|
$24,986
|
$-
|
$6,820
|
$179,429
|
|
Acquisition
|
$1,342
|
21
|
-
|
-
|
-
|
-
|
791
|
$2,154
|
|
Concessions,
taxes and royalties
|
$684
|
32
|
3
|
20
|
-
|
-
|
-
|
$739
|
|
Salaries and
share-based payments
|
$2,263
|
136
|
4
|
44
|
22
|
-
|
75
|
$2,544
|
|
Drilling,
exploration, and technical consulting
|
$2,894
|
56
|
4
|
16
|
3,251
|
-
|
230
|
$6,451
|
|
Assaying,
field supplies, and environmental
|
$3,761
|
72
|
-
|
3
|
-
|
-
|
10
|
$3,846
|
|
Travel and
other expenditures
|
$1,022
|
26
|
-
|
17
|
-
|
-
|
4
|
$1,069
|
|
Total Expenditures
|
$11,966
|
$343
|
$11
|
$100
|
$3,273
|
$-
|
$1,110
|
$16,803
|
|
Disposal,
impairment or reclassification
|
-
|
-
|
-
|
(2,685)
|
(28,259)
|
-
|
(215)
|
(31,159)
|
|
Balance September 30, 2021
|
$99,873
|
$32,218
|
$7,240
|
$18,027
|
$-
|
$-
|
$7,715
|
$165,073
|
7
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
4. MINERAL PROPERTIES (continued)
|
|
Springpole
|
Cameron
|
Duquesne/
Pitt
|
Hope
Brook
|
Pickle
Crow
|
Goldlund
|
Others (1)
|
Total
|
|
Balance
December 31, 2019
|
$76,775
|
$27,374
|
$7,217
|
$20,071
|
$19,263
|
$98,894
|
$3,221
|
$252,815
|
|
Acquisition
|
$-
|
4,219
|
-
|
-
|
-
|
-
|
-
|
$4,219
|
|
Concessions,
taxes and royalties
|
$740
|
11
|
3
|
20
|
20
|
2
|
60
|
$856
|
|
Salaries and
share-based payments
|
$1,300
|
145
|
1
|
148
|
71
|
430
|
7
|
$2,102
|
|
Drilling,
exploration, and technical consulting
|
$4,828
|
52
|
8
|
140
|
4,409
|
796
|
37
|
$10,270
|
|
Assaying,
field supplies, and environmental
|
$3,555
|
50
|
-
|
123
|
1,217
|
255
|
8
|
$5,208
|
|
Travel and
other expenditures
|
$709
|
24
|
-
|
110
|
6
|
126
|
2
|
$977
|
|
Total Expenditures
|
$11,132
|
$4,501
|
$12
|
$541
|
$5,723
|
$1,609
|
$114
|
$23,632
|
|
Disposal,
impairment or reclassification
|
-
|
-
|
-
|
-
|
-
|
(100,503)
|
3,485
|
(97,018)
|
|
Balance December 31, 2020
|
$87,907
|
$31,875
|
$7,229
|
$20,612
|
$24,986
|
$-
|
$6,820
|
$179,429
|
(1)
Other
mineral properties as at September 30, 2021 and December 31, 2020
include: the mining claims and concessions located in the Township
of Duparquet, Quebéc, which are near the Company’s
Duquesne gold project); six properties in Ontario’s
Birch-uchi greenstone belt including three under option (see
below); a 1.5% NSR Royalty under the terms of the Treasury Share
Purchase Agreement (defined in Note 5), which was reclassified from
“Goldlund” to “Others” during the year
ended December 31, 2020; and, the Turquoise Canyon property in
Nevada (under option to Momentum Minerals Ltd. which was acquired
by IM Exploration Inc. on July 6, 2021).
The
Company has various underlying agreements and commitments with
respect to its mineral properties, which define annual or future
payments in connection with royalty buy-backs or maintenance of
property interests.
a)
Hope
Brook Project
On June
8, 2021, the Company announced it had closed a definitive earn-in
agreement with Big Ridge Gold Corp. “Big Ridge” (the
“Big Ridge transaction”) whereby Big Ridge may earn up
to an 80% interest in First Mining’s Hope Brook Gold Project
located in Newfoundland, Canada. Pursuant to the definitive earn-in
agreement, Big Ridge can earn an 80% interest in the Hope Brook
Project through a two-stage earn-in over five years by incurring a
total of $20,000,000 in qualifying expenditures, issuing up to 36.5
million shares of Big Ridge to First Mining and making a future
cash payment to First Mining. Upon completion of the earning in,
First Mining will retain a 20% interest in the Hope Brook Project
and a 1.5% net smelter returns royalty on the Hope Brook Project,
of which 0.5% can be bought back by Big Ridge for $2,000,000. In
accordance with the agreement, First Mining nominated one member to
the Board of Directors of Big Ridge upon closing and received
$500,000 and 11,500,000 shares of Big Ridge which have been
credited against the Hope Brook project mineral property
balance. At the end of
the reporting period, the Company assessed the Hope Brooke Project for
impairment indicators, no impairment indicators were identified.
See Note 7 below for further details of the equity accounted
investment in Big Ridge.
8
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
4. MINERAL PROPERTIES (continued)
b)
Pickle Crow Project
On
March 12, 2020, the Company and Auteco executed a definitive
Earn-In Agreement (the “Auteco Earn-In Agreement”)
whereby Auteco may earn up to an 80% interest in PC Gold, a then
wholly-owned subsidiary of First Mining which owns the Pickle Crow
Project. Pursuant to the Auteco
Earn-In Agreement, the Earn-In is comprised of two
stages:
●
Stage
1 Earn-In (51% earn-in) – Three year initial earn-in period
to acquire a 51% equity interest in PC Gold by:
o
Spending
$5,000,000 on exploration and environmental matters at the Pickle
Crow Gold Project (or cash payments in lieu), of which $750,000
must be incurred within the first 12 months; and
o
Issuing
100 million 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% equity interest in PC
Gold by:
o
Spending
a further $5,000,000 on exploration on the Pickle Crow Gold
Project;
o
Making
a $1,000,000 cash payment to First Mining within 90 days of
completing the additional exploration spend; and
o
Issuing
to First Mining a 2% NSR royalty on the Project (1% of which can be
bought back for USD$2,500,000) (issued upon completion of the Stage
2 Earn-In).
Upon
completion of the Stage 2 Earn-In, Auteco will have an option to
acquire an additional 10% equity interest in PC Gold, exercisable
any time following completion of the Stage 2 Earn-In, by paying
First Mining $3,000,000 in cash, after which First Mining’s
residual 20% interest in PC Gold is carried until a construction
decision in relation to the Pickle Crow Project, which is to be
made after a final feasibility study and following Auteco having
arranged sufficient financing to achieve commercial production. If
Auteco should fail to meet such requirements within the applicable
time periods outlined above, the Auteco Earn-In Agreement will
terminate and Auteco will be entitled to retain any interest it has
earned prior to the date of termination. During the term of the
Auteco Earn-In Agreement, Auteco will incur all program costs and
manage Pickle Crow exploration activity.
On June
9, 2021, the Company announced completion of the Stage 1 earn-in
and accordingly Auteco obtained a 51% ownership of the PC Gold
legal entity. First Mining received the scheduled 100,000,000
Auteco shares and executed the joint venture shareholders
agreement.
Following
the completion of the Stage 1 earn-in by AuTeco, First
Mining’s percentage ownership of its former subsidiary, PC
Gold, was reduced from 100% to 49%, which led to a loss of control
and the resulting deconsolidation of PC Gold Inc. from First
Mining’s financial statements. The gain on deconsolidation
was calculated as a result of derecognizing the net assets of PC
Gold and recognizing the fair value of an equity accounted
associate, PC Gold, along with the fair value of the Stage 2 and
final earn-in option liabilities.
The
following information summarizes the deconsolidation of PC Gold as
at June 9, 2021:
9
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
4. MINERAL PROPERTIES (continued)
|
|
June 9,
2021
|
|
Fair Value of
retained interest in PC Gold Inc.
|
|
|
112,146,017 shares
at $0.32 per share (deemed FV based on underlying property
interest)
|
$36,000
|
|
Provision for
Pickle Crow reclamation funding
|
(710)
|
|
|
|
|
Fair value of
Auteco shares received as additional consideration (Note
3)
|
8,640
|
|
|
|
|
Option – PC
Gold liability fair value of Stage 2 and final earn in
options
|
(17,306)
|
|
|
|
|
Net assets of PC
Gold
|
|
|
Prepaids
|
3
|
|
Reclamation
deposit
|
120
|
|
Mineral property,
net
|
20,358
|
|
Environmental
reclamation liability, net
|
(3,137)
|
|
Net assets of
subsidiary
|
17,344
|
|
|
|
|
Gain
on loss of control of subsidiary, Net
|
$9,280
|
At the
time of deconsolidation of PC Gold in Q2 2021, management estimated
a fair value for the Stage 2 and final Auteco earn in options of
$17,306,000 based on the
portion of the fair value of the PC Gold investment that the
Company would be required divest net of any future proceeds from
Auteco. Following completion of the Stage 2 earn-in in Q3
2021 the Stage 2 option
liability of $12,959,000 was settled and the Company delivered the
additional 19% interest in PC Gold to Auteco from the Option
– PC Gold balance which represented the fair value loss on
the reduced 30% PC Gold ownership. A corresponding reduction in the
equity accounted investment in PC Gold was also recorded as a
result of this dilution. The $4,347,000 balance as at September 30,
2021 represents the additional net dilution which would result from
Auteco completing its additional 10% equity interest. Following
receipt of $3,000,000 under this option First Mining’s
ownership would reduce to 20%.
The
Company’s agreement with Auteco requires First Mining to
contribute its pro-rata share of environmental reclamation funding,
which was 30% as at September 30, 2021 following completion of the
stage 2 earn-in. Accordingly, the company has recorded a provision
of $710,000 as at September 30, 2021 (December 30, 2020 -
$nil).
c)
Swain Post property option
On
March 1, 2021, the Company entered into a three year option
agreement with Exiro Minerals Corp. (“Exiro”) pursuant
to which First Mining may earn a 100% interest in Exiro’s
Swain Post property in northwestern Ontario through future cash and
share payments of approximately $250,000 to Exiro during the term
of the option, and by completing all assessment work requirements
on the property during the three year option term.
10
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
4. MINERAL PROPERTIES (continued)
d)
Swain
Lake property option
On
April 29, 2021, the Company entered into an earn-in agreement with
Whitefish Exploration Inc. (“Whitefish”), which gives
First Mining the option to earn a 70% interest in Whitefish’s
Swain Lake project in northwestern Ontario by making cash payments
totaling $200,000 and share payments totaling $425,000, and by
incurring at least $500,000 worth of expenditures on the Swain Lake
Property during the first three years of the earn-in term. Upon
completing the first stage of the earn-in, First Mining will hold a
70% interest in the Swain Lake Property and will have an additional
period of two years within which to acquire the remaining 30% of
the project by paying $1,000,000 to Whitefish and issuing
$1,000,000 worth of First Mining shares.
e)
Vixen
properties acquisition
On
September 9, 2021, the Company entered into a three year option
agreement with ALX Resources Corp. (“ALX”) pursuant to
which First Mining may earn a 100% interest in ALX’s Vixen
North, South and West properties (the “Vixen
Properties”) in northwestern Ontario through future cash and
share payments of approximately $1,450,000 to ALX during the term
of the option, and by completing all assessment work requirements
on the property during the three year option term.
First
Mining will have the option to earn an initial 70% interest in the
Vixen Properties by making cash payments totaling $550,000, and
share payments totaling $400,000, to ALX, and by incurring at least
$500,000 worth of expenditures
on the Vixen Properties during the first three years of the earn-in
term. Upon completing the first stage of the earn-in,
First Mining will hold a 70% interest in the Vixen Properties, and
will have an additional period of two years within which to acquire
the remaining 30% of the Vixen Properties by paying $500,000 to ALX
and issuing $500,000 worth of First Mining shares to ALX. In
the event the second stage of the earn-in is not completed, ALX and
Gold Canyon will enter into a joint venture agreement with respect
to the Vixen Properties
5.
INVESTMENT IN TREASURY METALS
a)
Treasury Share Purchase Agreement Overview
On
August 7, 2020, First Mining completed a transaction with Treasury
Metals under a share purchase agreement (the “Treasury Share
Purchase Agreement”), pursuant to which Treasury Metals
agreed to acquire all of the issued and outstanding shares of
Tamaka Gold Corporation, a previously wholly-owned subsidiary of
the Company, and 100% owner of the Goldlund Project. Under the
terms of the Treasury Share Purchase Agreement, First Mining
received total consideration of $91,521,000 which was comprised of
(i) 43.33 million common shares (post-consolidation) of Treasury
Metals (“Treasury Metals Shares”) with a fair value of
$78,000,000; (ii) 11.67 million common share purchase warrants
(post-consolidation) of Treasury Metals (“Treasury Metals
Warrants”) with an exercise price of $1.50 for a three year
term with a fair value of $9,812,000; (iii) a retained 1.5% Net
Smelter Returns (“NSR”) royalty on Goldlund (0.5% of
which can be bought back by Treasury Metals for $5 million in cash)
with a fair value of $3,709,000; and (iv) the right to certain
contingent milestone payments totaling $5 million, payable in cash
on certain key advancements at Goldlund which have not been
recorded as at September 30, 2021.
11
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
5. INVESTMENT IN TREASURY METALS (continued)
b)
Equity Accounting Method for Investment in Treasury Metals and
Impairment
The
Company has concluded it has significant influence over Treasury
Metals. The Company is accounting for its investment using the equity
method. As at September 30, 2021 the fair market value of the
Company’s investment in common shares of Treasury Metals was
$14,200,000, based on the Treasury Metals quoted market price. Due
to the significant decline in fair value of the Treasury Metals
Shares as at March 31, 2021, the Company recorded an impairment of
the investment in Treasury Metals amounting to
$23,555,000. This
impairment was recorded within the impairment of non-current assets
in the statement of net loss and comprehensive income (loss). In Q2
2021, the Company recorded dilution losses on the investment in
Treasury Metals predominantly as a result of the exercise of
special warrants by Treasury Metals investors (reducing the
Company’s interest from 38.4% to 33.3%). As at June 30, 2021,
the Company reclassified a portion of its investment to Assets held
for distribution to reflect the portion of the equity accounted
investment being distributed to shareholders (Note 5 (c)). As at
September 30, 2021, the Company owns approximately 20.0 million
Treasury Metals Shares.
|
|
September
30,
2021
|
December
31,
2020
|
|
Balance,
beginning of period
|
$63,812
|
$-
|
|
Acquisition
– Initial Recognition on August 7, 2020
|
-
|
78,000
|
|
Equity (loss)
income
|
(56)
|
1,446
|
|
Dilution event in
Q2, 2021
|
(5,000)
|
-
|
|
Impairment of
Investment in Treasury Metals Inc.
|
(23,555)
|
(15,634)
|
|
Reclassification
to assets held for distribution
|
(18,941)
|
-
|
|
Balance,
end of period
|
$16,260
|
$63,812
|
The
equity accounting for Treasury Metals is based on published results
to June 30, 2021 and an estimate of results for the period of July
1, 2021 to September 30, 2021. The Company’s estimated equity
share of Treasury’s net loss for the nine-month period ending
September 30, 2021 was $56,000.
c)
Obligation to Distribute Investments
In
accordance with the terms of a Shareholders Agreement signed in
connection with the transaction, First Mining distributed
approximately 23.3 million Treasury Metals Shares and all 11.6
million of the Treasury Metals Warrants to its shareholders (the
“Distribution”) on July 15, 2021. Following the
Distribution, First Mining retained approximately 20.0 million
Treasury Metals Shares, leaving the Company with an approximate
15.4% interest in Treasury Metals. First Mining’s percentage
ownership along with its Board representation of three Board seats
continue to support the conclusions that it has significant
influence.
As part
of the distribution to its shareholders First Mining settled its
obligation to distribute liability which had previously been
recorded in the balance sheet. Investments fair value gain (loss)
in the income statement included amounts related to the fair value
changes of the Treasury Metals Shares and Warrants immediately
prior to distribution on July 15, 2021.
12
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
6. INVESTMENT IN PC GOLD INC.
Following
the completion of the Stage 1 earn-in by Auteco, First Mining
determined that its then 49% investment in the common shares of PC
Gold gave it significant influence over PC Gold, requiring PC Gold
to be recorded in First Mining’s financial statements using
the equity method of accounting as an investment in
associate.
The
initial recognition of the investment in associate was accounted
for based on an estimated fair value using a market approach to
value Pickle Crow’s inferred resources on a per unit of metal
basis derived from comparable gold project
transactions.
|
|
September
30,
2021
|
December
31,
2020
|
|
Balance, beginning of period
|
$-
|
$-
|
|
Acquisition
– Initial Recognition on June 9, 2021
|
36,000
|
-
|
|
Equity
loss
|
(2)
|
-
|
|
Dilution event in
Q3, 2021-Stage 2 earn-in completion
|
(14,428)
|
-
|
|
Balance, end of period
|
$21,570
|
$-
|
The subsequent equity accounting
for PC Gold is based on results to March 31, 2021 and an estimate
of results for the period of June 9, 2021 to September 30, 2021.
The Company’s estimated equity share of PC Gold’s net
loss for the interim period ending September 30, 2021 was
$2,000.
Upon
completion of Stage 2 on August 26, 2021, the Company recorded a
$14,428,000 dilution event based upon the ownership interest
reduction from 49% to 30%, which resulted in a $12,960,000 partial
reversal of the PC Gold option liability and cash proceeds received
from Auteco of (i) $1,000,000; (ii) $468,000 for unspent
environmental reclamation work as part of the PC Gold Earn-in
Agreement.
7. INVESTMENT IN BIG RIDGE GOLD CORP.
Following
completion of the Big Ridge transaction on June 7, 2021, the
Company’s common share ownership interest in Big Ridge was
approximately 19.8% (Initial Recognition fair value - $2,185,000)
and was 11.0% on September 30, 2021 following a dilution event
whereby Big Ridge issued 23.4 million flow-through shares as part
of a private placement. In addition to its share ownership
interest, the Company considered various qualitative
factors including
representation rights on Big Ridge’s board of directors in
arriving at the determination that significant influence exists,
and therefore the Company will be required to apply the equity
method of accounting.
|
|
September
30,
2021
|
December
31,
2020
|
|
Balance, beginning of period
|
$-
|
$-
|
|
Acquisition
– Initial Recognition on June 7, 2021
|
2,185
|
-
|
|
Equity
loss
|
(28)
|
-
|
|
Dilution event in
Q2 2021
|
(588)
|
-
|
|
Balance, end of period
|
$1,569
|
$-
|
The
equity accounting for Big Ridge is based on results to June 30,
2021 and an estimate of results for the period of June 7, 2021 to
September 30, 2021. The Company’s estimated equity share of
Big Ridge’s net loss for the interim period ending September
30, 2021 was $20,000.
13
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
8. MINERAL PROPERTY INVESTMENTS
The
Company, through its subsidiary Clifton Star Resources Inc.
(“Clifton”), has a 10% equity interest in the shares of
Beattie Gold Mines Ltd., 2699681 Canada Ltd., and 2588111 Manitoba
Ltd. which directly or indirectly own various mining concessions
and surface rights, collectively known as the Duparquet gold
project.
Mineral
property investments (which comprise equity interests in the shares
of three private companies) are designated as FVTOCI, with changes
in fair value recorded in other comprehensive income
(loss).
As at
September 30, 2021, management determined, as a function of the
falling gold price environment, that there was a decline in the
fair value of mineral property investments and a fair value loss of
$516,000 was recorded (nine months ended
September 30, 2020 – fair value gain of $1,326,000) (Note
14). As at September 30, 2021, the fair value of the
Company’s mineral property investments is $6,210,000
(December 31, 2020 - $6,726,000).
9. SILVER STREAM DERIVATIVE LIABILITY
a)
Silver
Purchase Agreement Overview and Consideration Received
On June 10, 2020, the Company entered into a silver purchase
agreement (the “Silver Purchase Agreement”) with First
Majestic Silver Corp. (“First Majestic”), which closed
on July 2, 2020. Under the terms of the Silver Purchase Agreement,
First Majestic agreed to pay First Mining total consideration of
US$22.5 million (approx. $30.6 million as at the closing date), in
three tranches, for the right to purchase 50% of the payable silver
produced from the Springpole Gold Project over the life of the
project (the “Silver Stream”) and also received 30
million common share purchase warrants of First Mining. Each share
purchase warrant entitles First Majestic to purchase one common
share of First Mining at an exercise price of $0.40 for a period of
five years. The fair value of the warrants issued of
$6,278,000 was recorded in Equity (Warrant reserve) on the
Company’s consolidated statements of financial
position.
First Mining has the right to repurchase 50% of the Silver Stream
for US$22.5 million (approx. $27.9 million as at September 30,
2021) at any time prior to the commencement of production at
Springpole (the “Buy-Back Right”).
Per the Silver Purchase Agreement, First Majestic paid US$10
million ($13.7 million) to First Mining on the July 2, 2020 closing
date, with US$2.5 million ($3.3 million) paid in cash and the
remaining US$7.5 million ($10.4 million) paid in 805,698 common
shares of First Majestic (“Tranche 1”). Upon
announcement of the Pre-Feasibility Study
(“PFS”) on March 4, 2021,
First Mining received US$7.5 million ($9.8 million) from First
Majestic, with US$3.75 million ($4.8
million) paid in cash and the remaining US$3.75 million ($5.0
million) paid in 287,300 common shares of First Majestic
(“Tranche 2”).
Consideration payable for the Silver Stream includes one further
tranche (split evenly between cash and First Majestic common
shares) of US$5 million (approx. $6.4 million as at September 30,
2021) payable upon First Mining receiving approval of either a
Federal or Provincial Environmental Assessment. (The three tranches
of consideration totaling US$22.5 million ($23.5 million received
for Tranche 1 and Tranche 2) constitute the “Advance
Payment”). In the event of default, First Majestic may
terminate the Silver Purchase Agreement and the Advance Payment
received by First Mining at that time would become
repayable. The Advance Payment amount is used to track the
stream balance for commercial, but not accounting purposes. In the
event the Company exercises the Buy-Back Right by paying US$22.5
million (approx. $28.7 million) to First Majestic, the Advance
Payment amount shall be reduced to nil.
14
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
9. SILVER STREAM DERIVATIVE LIABILITY (continued)
b)
Silver
Stream Derivative Liability Fair Value
The
Company has concluded that the Silver Stream is a standalone
derivative measured at FVTPL.
The
estimated fair value of the Silver Stream derivative liability is
determined using a discounted cash flow model which incorporates a
Monte Carlo simulation. The fair value of the Silver Stream
derivative liability is a Level 3 measurement.
The
fair value of the Silver Stream derivative liability is calculated
at each reporting date as the net of the future Advance Payment
tranches receivable (an asset for the Company) and the Silver
Stream obligation (a liability to the Company), with gains or
losses recorded in the statement of net loss and comprehensive
loss. The fair value of the Silver Stream derivative liability as
at September 30, 2021 is US$18,654,000 ($23,768,000), which is
comprised of the Silver Stream obligation fair value of
US$21,721,000 ($27,676,000) less the Advance Payment receivable
fair value of US$3,068,000 ($3,908,000). The fair value of the
Silver Stream derivative liability as at December 31, 2020 was
US$10,415,000 ($13,260,000), which is comprised of the Silver
Stream obligation fair value of US$21,761,000 ($27,706,000) less
the Advance Payment receivable fair value of US$11,346,000
($14,446,000).
|
|
Silver Stream
derivative liability
|
|
Balance,
December 31, 2019
|
$-
|
|
Fair value of
Silver Stream derivative liability - Initial Recognition on July 2,
2020
|
(7,378)
|
|
Change in fair
value during the period
|
(5,882)
|
|
Balance,
December 31, 2020
|
$(13,260)
|
|
Advance payment
received (Tranche 2) (US$7.5 million)
|
(9,808)
|
|
Change in fair
value during the period
|
(700)
|
|
Balance,
September 30, 2021
|
$(23,768)
|
10. SHARE CAPITAL
a)
Authorized
Unlimited
number of common shares with no par value.
Unlimited
number of preferred shares with no par value.
b)
Issued
and Fully Paid
Common
shares: 699,950,059 (December 31, 2020 –
697,216,453).
Preferred
shares: nil (December 31, 2020 – nil).
15
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
10. SHARE CAPITAL (continued)
c)
Warrants
The
movements in warrants during the nine months ended September 30,
2021 and year ended December 31, 2020 are summarized as
follows:
|
|
Number
|
Weighted average
exercise price
|
|
Balance
as at December 31, 2019
|
15,872,998
|
$0.410
|
|
Warrants
issued
|
77,460,159
|
0.494
|
|
Warrants
exercised
|
(247,500)
|
0.344
|
|
Balance
as at December 31, 2020
|
93,085,657
|
$0.480
|
|
Warrants
issued
|
2,100,228
|
0.375
|
|
Warrants
exercised
|
(265,650)
|
0.328
|
|
Warrants
expired
|
(3,027,615)
|
0.440
|
|
Balance
as at September 30, 2021
|
91,892,620
|
$0.449
|
The
following table summarizes information about warrants outstanding
as at September 30, 2021:
|
Exercise
price
|
Number of
warrants outstanding
|
Weighted average
exercise price ($ per share)
|
Weighted average
remaining life (years)
|
|
$0.336
|
18,247,009
|
$0.336
|
1.08
|
|
$0.374
|
44,845,611
|
0.374
|
2.86
|
|
$0.421
|
50,000
|
0.421
|
1.83
|
|
$0.654
|
28,750,000
|
0.654
|
0.90
|
|
|
91,892,620
|
$0.449
|
1.46
|
There
were 50,000 warrants issued during the nine months ended September
30, 2021. As a result of the TML distribution an additional
2,050,228 warrants were issued to an individual warrant holder per
the terms of the convertible security adjustment provision warrant
indentures. In addition, following the distribution the exercise
prices of all the outstanding warrants as at July 15, 2021 were
reduced per the terms of the respective convertible security
adjustment provisions warrant indentures. They are now shown to
three decimal places.
Stock Options
The
Company has adopted a stock option plan that allows for the
granting of stock options to Directors, Officers, employees and
certain consultants of the Company for up to 10% of the
Company’s issued and outstanding common shares. Stock options
granted under the plan may be subject to vesting provisions as
determined by the Board of Directors.
The
movements in stock options during the nine months ended September
30, 2021 and year ended December 31, 2020 are summarized as
follows:
16
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
10. SHARE CAPITAL (continued)
|
|
Number
|
Weighted average
exercise price
|
|
Balance
as at December 31, 2019
|
46,927,500
|
$0.57
|
|
Options
granted
|
11,350,000
|
0.25
|
|
Options
exercised
|
(3,717,500)
|
0.33
|
|
Options
expired
|
(2,790,000)
|
0.40
|
|
Options
forfeited
|
(5,950,000)
|
0.52
|
|
Balance
as at December 31, 2020
|
45,820,000
|
$0.53
|
|
Options
granted
|
11,290,000
|
0.23
|
|
Options
exercised
|
(2,287,500)
|
0.25
|
|
Options
expired
|
(8,020,000)
|
0.73
|
|
Options
forfeited
|
(2,037,500)
|
0.38
|
|
Balance
as at September 30, 2021
|
44,765,000
|
$0.44
|
The
weighted average closing share price at the date of exercise for
the nine months ended September 30, 2021 was $0.45 (September 30,
2020 – $0.42). 2,287,500 stock options were exercised during
the nine months ended September 30, 2021 (September 30, 2020
– 2,092,500).
The
following table summarizes information about the stock options
outstanding as at September 30, 2021:
|
|
Options
Outstanding
|
Options
Exercisable
|
||||
|
Exercise
price
|
Number of
options
|
Weighted average
exercise price ($ per share)
|
Weighted average
remaining life (years)
|
Number of
options
|
Weighted average
exercise price ($ per share)
|
Weighted average
remaining life (years)
|
|
$0.25 – 0.50
|
32,450,000
|
$0.36
|
2.75
|
22,701,250
|
$0.36
|
4.11
|
|
$0.51 – 1.00
|
12,315,000
|
0.61
|
3.23
|
12,615,000
|
0.43
|
4.10
|
|
|
44,765,000
|
$0.44
|
2.88
|
35,316,250
|
$0.38
|
4.11
|
During
the nine months ended September 30, 2021, there were 11,290,000
(September 30, 2020 - 9,850,000) stock options granted with an
aggregate fair value at the date of grant of $4,718,400 (September
30, 2020 - $1,170,000), or a weighted average fair value of $0.23
per option (September 30, 2020 – $0.12). As at September 30,
2021, 9,448,750 (September 30, 2020 – 6,062,500) stock
options remain unvested with an aggregate grant date fair value of
$3,948,000 (September 30, 2020 - $347,000).
Certain
stock options granted were directly attributable to exploration and
evaluation expenditures on mineral properties and were therefore
capitalized to mineral properties. In addition, certain stock
options were subject to vesting provisions. These two factors
result in differences between the aggregate fair value of stock
options granted and total share-based payments expensed during the
periods. Total share-based payments expense during the three month
and nine-month periods ended September 30, 2021 and September 30,
2020 was classified within the financial statements as
follows:
17
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
10. SHARE CAPITAL (continued)
|
|
For the three
months ended September 30,
|
For the nine
months ended September 30,
|
||
|
Statements
of Net Loss:
|
2021
|
2020
|
2021
|
2020
|
|
General and
administration
|
$229
|
$74
|
$1,026
|
$435
|
|
Exploration and
evaluation
|
19
|
44
|
225
|
116
|
|
Investor relations
and marketing communications
|
57
|
10
|
201
|
132
|
|
Corporate
development and due diligence
|
34
|
-
|
133
|
94
|
|
Subtotal
|
$339
|
$128
|
$1,585
|
$777
|
|
Statements
of Financial Position:
|
|
|
|
|
|
Mineral
Properties
|
142
|
39
|
716
|
389
|
|
Total
|
$481
|
$167
|
$2,301
|
$1,166
|
The
grant date fair value of the stock options recognized in the period
has been estimated using the Black-Scholes option pricing model
with the following weighted average assumptions:
|
|
Nine months
ended
|
Year
ended
|
|
|
September
30,
2021
|
December
31,
2020
|
|
Risk-free interest
rate
|
0.44%
|
1.72%
|
|
Share price at
grant date (in dollars)
|
$0.42
|
$0.25
|
|
Exercise price (in
dollars)
|
$0.42
|
$0.27
|
|
Expected life
(years)
|
5.00 years
|
4.96 years
|
|
Expected volatility
(1)
|
68.32%
|
69.10%
|
|
Forfeiture
rate
|
7.50%
|
5.26%
|
|
Expected dividend
yield
|
Nil
|
Nil
|
(1)
The
computation of expected volatility was based on the Company’s
historical price volatility, over a period which approximates the
expected life of the option.
d)
Restricted
Share Units
The
Company granted Restricted Share Units ("RSUs") under its
share-based compensation plan to the Company’s executive
officers as part of the Company’s long-term incentive plan
(“LTIP”). Unless otherwise stated, the awards typically
have a graded vesting schedule over a three-year period and will be
settled in equity upon vesting.
The
associated compensation cost is recorded as share-based payments
expense against share-based payment reserve.
The
following table summarizes the changes in RSU's for the nine months
ended September 30, 2021:
|
|
Number
|
Weighted average
fair value
|
|
Balance
as at December 31, 2020
|
-
|
$-
|
|
Granted –
February 2, 2021
|
1,550,000
|
0.40
|
|
Balance
as at September 30, 2021
|
1,550,000
|
$0.40
|
18
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
10. SHARE CAPITAL (continued)
e)
Deferred
Share Units
The
Company granted 303,000 Deferred Share Units ("DSUs") under its
share-based compensation plan to a director as part of the
Company’s LTIP. DSUs have a graded vesting schedule over an
18-month period and will be settled in equity upon
vesting.
The
associated compensation cost is recorded as share-based payments
expense against share-based payment reserve. The grant date fair
value of the DSUs recognized in the nine months ended September 30,
2021 is $0.36.
|
|
Number
|
Weighted average
fair value
|
|
Balance
as at December 31, 2020
|
-
|
$-
|
|
Granted –
February 2, 2021
|
40,000
|
0.40
|
|
Granted –
June 17, 2021
|
263,000
|
0.35
|
|
Balance
as at September 30, 2021
|
303,000
|
$0.36
|
11. OPERATING EXPENSES
Operating
expenditures by nature, which map to the Company’s functional
operating expense categories presented in the consolidated
statements of net loss and comprehensive loss, are as
follows:
|
|
For the three
months ended
September 30,
2021
|
For the three
months ended
September 30,
2020
|
||
|
|
General and
administration
|
Investor
relations and marketing communications
|
General and
administration
|
Investor
relations and marketing communications
|
|
Administrative and
office
|
$86
|
$(1)
|
$67
|
$9
|
|
Consultants
|
21
|
30
|
(45)
|
-
|
|
Depreciation
|
43
|
-
|
40
|
-
|
|
Directors
fees
|
160
|
-
|
58
|
-
|
|
Investor relations
and marketing communications
|
-
|
252
|
-
|
241
|
|
Professional
fees
|
198
|
-
|
47
|
-
|
|
Salaries
|
243
|
68
|
171
|
56
|
|
Share-based
payments (non-cash) (Note 10(d))
|
229
|
40
|
74
|
10
|
|
Transfer agent and
filing fees
|
210
|
3
|
25
|
25
|
|
Travel and
accommodation
|
5
|
7
|
4
|
5
|
|
Total
|
$1,195
|
$399
|
$441
|
$346
|
19
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
11. OPERATING EXPENSES (continued)
|
|
For the nine
months ended
September 30,
2021
|
For the nine
months ended
September 30,
2020
|
||
|
|
General and
administration
|
Investor
relations and marketing communications
|
General and
administration
|
Investor
relations and marketing communications
|
|
Administrative and
office
|
$270
|
$59
|
$172
|
$25
|
|
Consultants
|
110
|
75
|
97
|
10
|
|
Depreciation
|
128
|
-
|
104
|
-
|
|
Directors
fees
|
239
|
-
|
201
|
-
|
|
Investor relations
and marketing communications
|
-
|
1,168
|
3
|
509
|
|
Professional
fees
|
982
|
-
|
714
|
-
|
|
Salaries
|
712
|
283
|
556
|
159
|
|
Share-based
payments (non-cash) (Note 10(d))
|
1,026
|
201
|
435
|
132
|
|
Transfer agent and
filing fees
|
346
|
37
|
147
|
41
|
|
Travel and
accommodation
|
7
|
7
|
20
|
16
|
|
Total
|
$3,820
|
$1,830
|
$2,449
|
$892
|
12. SEGMENT INFORMATION
The
Company operates in a single reportable operating segment, being
the acquisition, exploration, development and strategic disposition
of its North American mineral properties. Geographic information
about the Company’s non-current assets, excluding financial
instruments, as at September 30, 2021 and December 31, 2020 is as
follows: Canada - $205,529,000 (December 31, 2020 - $244,018,000)
and USA - $227,000 (December 31, 2020 - $444,000).
13. RELATED PARTY TRANSACTIONS
The
Company’s related parties consist of the Company’s
Directors and Officers, and any companies associated with
them.
Key
management includes the Directors, Officers and Vice Presidents of
the Company. The compensation paid or payable to key management for
services during the three months and nine months ended September
30, 2021 and 2020 is as follows:
|
Service
or Item
|
Three months
ended September 30,
|
Nine months
ended September 30,
|
||
|
|
2021
|
2020
|
2021
|
2020
|
|
Directors’
fees
|
$80
|
$58
|
$239
|
$201
|
|
Salaries and
consultants’ fees
|
398
|
283
|
1,329
|
839
|
|
Share-based
payments (non-cash)
|
171
|
137
|
974
|
778
|
|
Total
|
$649
|
$478
|
$2,542
|
$1,818
|
20
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
14. FAIR VALUE
Fair
values have been determined for measurement and/or disclosure
requirements based on the methods below.
The
Company characterizes fair value measurements using a hierarchy
that prioritizes inputs depending on the degree to which they are
observable. The three levels of the fair value hierarchy are as
follows:
●
Level
1 fair value measurements are quoted prices (unadjusted) in active
markets for identical assets or liabilities;
●
Level
2 fair value measurements are those derived from inputs other than
quoted prices included within level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices); and
●
Level
3 fair value measurements are those derived from valuation
techniques that include significant inputs for the asset or
liability that are not based on observable market data
(unobservable inputs).
The
carrying values of cash and cash equivalents, current accounts
receivables, and accounts payable and accrued liabilities
approximated their fair values because of the short-term nature of
these financial instruments. These financial instruments are
financial assets and liabilities at amortized cost.
The
carrying value of investments was based on the quoted market prices
of the shares as at September 30, 2021 and was therefore considered
to be Level 1.
The
mineral property investments (First Mining’s 10% equity
interest in three privately held companies that own the Duparquet
Gold Project) are classified as financial assets at FVTOCI. The
fair value of the mineral property investments was not based on
observable market data and was therefore considered to be Level 3.
The initial fair value of the mineral property investments was
determined based on attributable pro-rata gold ounces for the
Company’s 10% indirect interest in the Duparquet project,
which formed part of the identifiable assets from the acquisition
of Clifton. Subsequently, the fair value has been reassessed at
each period end. Scenarios which may result in a significant change
in fair value include, among others, a change in the performance of
the investee, a change in the performance of comparable entities, a
change in gold price, a change in the economic environment, or
evidence from external transactions in the investee’s equity.
During the nine months ended September 30, 2021, management
concluded that there was a decrease in the fair value of the
mineral property investments, and a fair value loss of $516,000
(September 30, 2020 – fair value gain of $1,326,000) was
recorded (Note 4).
As the
Earn‐In Agreement provides Auteco the right to earn an
interest in PC Gold, rather than a direct interest in the Pickle
Crow project, Auteco’s option to acquire PC Gold shares is a
financial liability of First Mining. As a derivative, the Pickle
Crow project option liability is classified as financial liability
at FVTPL. The carrying value of the Option - Pickle Crow Gold
Project is not based on observable market data and therefore is
considered to be Level 3. The fair value of the Option –
Pickle Crow Gold Project as at September 30, 2021 was determined by
reference to the portion of the estimated fair value of PC Gold to
be given up by the Company with the option for Auteco to earn an
additional 10%, net of $3,000,000 proceeds to be received on
exercise.
The
Silver Stream was determined to be a derivative liability, which is
classified as a financial liability at FVTPL. The carrying value of
the derivative liability was not based on observable market data
and involved complex valuation methods and was therefore considered
to be Level 3.
The
following table presents the Company’s fair value hierarchy
for financial assets and liabilities that are measured at fair
value:
21
FIRST
MINING GOLD CORP.
NOTES
TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
(Expressed in
Canadian dollars unless otherwise noted, tabular amounts are
expressed in thousands of Canadian dollars)
(Unaudited)
14. FAIR VALUE (continued)
|
|
September 30,
2021
|
December 31,
2020
|
||||||
|
|
|
Fair value
measurement
|
|
Fair value
measurement
|
||||
|
|
Carrying
value
|
Level
1
|
Level
2
|
Level
3
|
Carrying
value
|
Level
1
|
Level
2
|
Level
3
|
|
Financial
assets:
|
|
|
|
|
|
|
|
|
|
Investments (Notes 3,
5)
|
$17,331
|
$17,331
|
$-
|
$-
|
$18,425
|
$12,653
|
$5,772
|
$-
|
|
Mineral property investments (Note
8)
|
6,210
|
-
|
-
|
6,210
|
6,726
|
-
|
-
|
6,726
|
|
Financial
liabilities:
|
|
|
|
|
|
|
|
|
|
Silver Stream derivative
liability
(Note 9)
|
23,768
|
-
|
-
|
23,768
|
13,260
|
-
|
-
|
13,260
|
|
Option – PC Gold (Note
4(b))
|
$4,347
|
$-
|
$-
|
$4,347
|
$4,410
|
$-
|
$-
|
$4,410
|
During
the nine months ended September 30, 2021 there have been no
transfers of amounts between levels in the fair value
hierarchy.
15. Subsequent Events
Subsequent
to the end of the quarter, on October 4, 2021, the Company
announced it had entered into an earn-in agreement with Pelangio
Exploration Inc. (“Pelangio”) which gives First Mining
the right to earn, through Gold Canyon, up to an 80% interest in
Pelangio’s Birch Lake and Birch Lake West properties
(collectively, the “Birch Lake Properties”) over the
course of two stages and a period of six years. Initially, First
Mining (through Gold Canyon), may earn a 51% interest in the Birch
Lake Properties by making cash payments totaling $350,000 and share
payments totaling 1,300,000 and by incurring at least $1,750,000
worth of expenditures on the Birch Lake Properties during the first
4 years of the earn-in term. Upon completing the first stage of the
earn-in, First Mining will have an additional period of 2 years
within which to acquire a further 29% interest in the Birch Lake
Properties by paying $400,000 to Pelangio in cash or First Mining
Shares (at First Mining’s sole discretion) and by incurring
an additional $1,750,000 worth of expenditures on the Birch Lake
Properties. Upon completing the second earn-in stage, First Mining
will hold a 80% interest in the Birch Lake Properties, and Gold
Canyon and Pelangio will enter into a joint venture agreement with
respect to the properties (if First Mining notifies Pelangio at any
time after exercising the first earn-in that it will not complete
the second earn-in stage, the joint venture will be formed as of
the date of such notice, and First Mining will hold, through Gold
Canyon, a 51% interest in the Birch Lake Properties).
22
Exhibit
99.2

TSX:
FF | OTCQX: FFMGF | FRANKFURT: FMG
MANAGEMENT’S
DISCUSSION & ANALYSIS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021
Suite 2070 – 1188 West Georgia Street, Vancouver, British
Columbia V6E 4A2
www.firstmininggold.com |
1-844-306-8827
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
TABLE OF CONTENTS
|
COMPANY
OVERVIEW AND STRATEGY
|
2
|
|
2021
HIGHLIGHTS
|
2
|
|
SELECTED
FINANCIAL INFORMATION
|
4
|
|
ONTARIO
MINERAL PROPERTY PORTFOLIO LOCATIONS (1)
|
5
|
|
MINERAL
PROPERTY PORTFOLIO GOLD RESERVES (1)
|
6
|
|
MINERAL
PROPERTY PORTFOLIO GOLD RESOURCES (1)
|
7
|
|
MINERAL
PROPERTY PORTFOLIO REVIEW
|
8
|
|
SELECTED
QUARTERLY FINANCIAL INFORMATION
|
18
|
|
RESULTS
OF CONTINUING OPERATIONS
|
19
|
|
FINANCIAL
CONDITION, LIQUIDITY AND CAPITAL RESOURCES
|
21
|
|
FINANCIAL
INSTRUMENTS
|
22
|
|
RELATED
PARTY TRANSACTIONS
|
22
|
|
OFF-BALANCE
SHEET ARRANGEMENTS
|
22
|
|
NON-IFRS
MEASURES
|
23
|
|
ACCOUNTING
POLICIES
|
23
|
|
CRITICAL
ACCOUNTING ESTIMATES
|
23
|
|
CRITICAL
ACCOUNTING JUDGMENTS
|
23
|
|
ACCOUNTING
STANDARDS ISSUED BUT NOT YET APPLIED
|
24
|
|
RISKS
AND UNCERTAINTIES
|
24
|
|
QUALIFIED
PERSONS
|
27
|
|
SECURITIES
OUTSTANDING
|
27
|
|
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
|
28
|
|
FORWARD-LOOKING
INFORMATION
|
29
|
|
CAUTIONARY
NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND MINERAL
RESERVE ESTIMATES
|
30
|
Page 1
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
GENERAL
This
Management’s Discussion and Analysis (“MD&A”) should be read in
conjunction with the unaudited condensed interim consolidated
financial statements of First Mining Gold Corp. (the
“Company” or
“First Mining”)
for the three and nine months ended September 30, 2021, which are
prepared in accordance with International Financial Reporting
Standards (“IFRS”) as applicable to the
preparation of interim financial statements, including
International Accounting Standard IAS 34 Interim Reporting. The
unaudited condensed interim consolidated financial statements
should also be read in conjunction with the Company’s audited
consolidated financial statements for the year ended December 31,
2020, which are prepared in accordance with IFRS as issued by the
International Accounting Standards Board. These documents along
with additional information on the Company, including the
Company’s Annual Information Form for the year ended December
31, 2020, are available under the Company’s SEDAR profile at
www.sedar.com,
on EDGAR at www.sec.gov.,
and on the Company’s website at www.firstmininggold.com.
In this
MD&A, unless the context otherwise requires, references to the
“Company”, “First Mining”,
“we”, “us”, and “our” refer to
First Mining Gold Corp. and its subsidiaries.
This
MD&A contains “forward-looking statements” and
“forward-looking information” within the meaning of
applicable Canadian securities laws. See the section of this
MD&A titled “Forward-Looking Information” for
further details. In addition, this MD&A has been prepared
in accordance with the requirements of Canadian securities laws,
which differ in certain material respects from the disclosure
requirements of United States securities laws, particularly with
respect to the disclosure of mineral reserves and mineral
resources. See the section of this MD&A titled
“Cautionary Note to U.S.
Investors Regarding Mineral Resource and Mineral Reserve
Estimates” for further details.
This
MD&A contains disclosure of certain non-IFRS financial
measures. Non-IFRS measures do not have any standardized meaning
prescribed under IFRS. See the section of this MD&A entitled
“Non-IFRS
Measures” for further details.
All
dollar amounts included in this MD&A are expressed in Canadian
dollars unless otherwise noted. This MD&A is dated as of
November 10, 2021 and all information contained in this MD&A is
current as of November 9, 2021.
COMPANY OVERVIEW AND STRATEGY
First
Mining is a Canadian gold developer focused on the development and
permitting of the Springpole gold project (the “Springpole Gold Project” or
“Springpole”) in northwestern
Ontario. Springpole is one of the largest undeveloped
gold projects in Canada. A Pre-Feasibility Study
(“PFS”) was
recently completed on the project and permitting is on-going with
submission of an Environmental Impact Statement
(“EIS”) for the
Project targeted in early 2022. In addition, the Company continues
the advancement of its portfolio of mining projects in Canada. The
Company also holds an approximate 15.4% equity position in
Treasury Metals Inc. (“Treasury Metals”) (TSX: TML) which
is advancing the Goliath Gold Complex gold project, in northwestern
Ontario, towards construction. First Mining’s portfolio of
gold projects in eastern Canada also includes the Pickle Crow
(being advanced in partnership with Auteco Minerals Ltd.
(“Auteco”) (ASX:
AUT), Hope Brook (being advanced in partnership with Big Ridge Gold
Corp. (“Big
Ridge”) (TSXV: BRAU), Cameron, Duparquet, Duquesne,
and Pitt gold projects.
The
following highlights the Company’s developments during fiscal
2021 (including subsequent events up to November 9,
2021).
Project Highlights
Springpole
●
Announced results of a positive PFS in January
2021. Post-tax net present value at a 5% discount rate
(“NPV5%”)
of US$995 million, post-tax internal rate of return
(“IRR”) of 29% and post-tax payback of 2.4 years
on initial capital of US$718 million.
●
Progressed
environmental fieldwork into 2021 and submitted the amended
proposed Terms Of Reference to Ontario’s Ministry of the
Environment, Conservation and Parks (“MECP”) in April 2021, with
anticipated Ministry approval in November 2021.
Page 2
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
●
Continued
engagement with local indigenous rightsholders and stakeholders of
the Springpole Gold Project.
●
Announced Birch-Uchi greenstone belt consolidation
through multiple transactions which gives the Company control over
approximately 71,000 hectares
of this prospective region which hosts
several past-producing mines including the newly acquired Sol
d’Or mine where there has been demonstrated historical,
high-grade exploration potential. First Mining intends to
undertake a comprehensive regional exploration program over the
next twelve months for the first time since our acquisition of
Springpole in 2015 and will be incorporating these newly acquired
and optioned claims into the program.
Cameron
●
On July 28, 2021,
the Company announced that it had entered into an exploration
agreement with Animakee Wa Zhing #37
First Nation in respect of the Cameron Gold
Project.
●
In December 2020,
First Mining acquired the East Cedartree claims from Metalore
Resources Limited (“Metalore”), thereby consolidating
the Company’s land holdings in the area into a single
contiguous block and adding a further 3,200 hectares to the 49,574
hectares that the Company already held in the area. In connection
with this acquisition, First Mining paid $3.0 million in cash to
Metalore, and issued 3 million common shares of First Mining
(“First Mining
Shares”) to Metalore (with such shares subject to a
statutory hold period of four months plus one day from the closing
date of the transaction).
Pickle Crow
●
In March 2021,
Auteco completed all expenditure requirements set out in the
earn-in agreement entered into between First Mining and Auteco
dated March 12, 2020 (the “Auteco Earn-In Agreement”) in
respect of Stage 1 of Auteco’s earn-in to the Pickle Crow
Gold Project (“Pickle
Crow”). Following the issuance of 100,000,000 Auteco
shares to First Mining on June 9, 2021, Auteco satisfied all
requirements under the Auteco Earn-In Agreement in respect of Stage
1 of the earn-in, and earned a 51% interest in PC Gold Inc.
(“PC Gold”),
First Mining’s wholly-owned subsidiary that owns Pickle Crow.
Concurrently, the parties executed a joint venture
shareholders’ agreement (the “Auteco JV Agreement”)
in respect of PC Gold.
●
In
August 2021, the Company announced that Auteco had completed Stage
2 of its earn-in to the Pickle Crow Gold Project, and as a result,
Auteco increased its share ownership in PC Gold from 51% to 70% per
the terms of the Auteco Earn-In Agreement. In connection with the
completion of Stage 2 of the earn-in, First Mining received a
$1,000,000 cash payment from Auteco.
Hope Brook
●
In April 2021, the
Company announced that Big Ridge Gold Corp. (“Big Ridge”) (TSX-V:BRAU) had
entered into an earn-in agreement with First Mining (the
“Big Ridge Earn-In
Agreement”) pursuant to which Big Ridge can earn up to
an 80% interest in First Mining’s Hope Brook Gold Project
(“Hope Brook”)
located in Newfoundland, Canada through a two-stage earn-in over
five years by incurring a total of $20 million in qualifying
expenditures, issuing up to 36,500,000 shares of Big Ridge to First
Mining and making a $500,000 cash payment to First Mining. First
Mining will retain a 1.5% net smelter return (“NSR”) royalty on Hope Brook, of
which 0.5% can be bought back by Big Ridge for $2
million.
●
Upon
closing the transaction, Big Ridge issued 11,500,000 shares to the
Company pursuant to the terms of the Big Ridge Earn-In Agreement,
and as a result, the Company owned approximately 19.8% of the
outstanding common shares of Big Ridge immediately after such share
issuance. The Company’s share ownership interest in Big Ridge
was subsequently diluted to 14% on June 30, 2021, following a
$5,000,000 flow-through financing by Big Ridge.
Corporate Highlights
●
Investments
position of $17.3 million and a significant portfolio of equity
interests in Treasury Metals, PC Gold and Big Ridge with a combined
carrying value of $39.3 million as at September 30,
2021.
●
September 30, 2021 period-end cash balance of
$30.3 million.
●
On September 29,
2021, the Company filed a final short form base shelf prospectus in
Canada, and a registration statement on Form F-10 in the US, which
will allow First Mining to undertake offerings of various
securities listed in the shelf prospectus up to an aggregate total
of $100,000,000.
Page 3
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
●
On October 12,
2021, the Company announced the appointment of James Maxwell as
Vice President, Exploration, who will lead the Company’s
exploration efforts to surface the significant geological potential
across its portfolio of gold projects.
●
On
July 15, 2021, the Company completed a distribution of shares and
warrants of Treasury Metals to the Company’s shareholders of
record as of July 14, 2021 based upon the final allocation ratios
that were announced by the Company on July 14, 2021. The combined
value of the distribution was approximately $20.8 million, and
First Mining retains an approximate 15.4% interest in Treasury
Metals following the distribution.
COVID-19 Response
In
response to the onset of the COVID-19 novel coronavirus
(“COVID-19”)
pandemic, the Company adopted a series of robust COVID-19 risk
mitigation policies incorporating recommendations set by the
provincial Governments of Ontario and British Columbia, and by the
Government of Canada. To date, First Mining has not had any cases
of COVID-19 at any of the camp operations at its projects or at its
head office in Vancouver. The health and safety of First
Mining’s workforce, their families and the communities in
which the Company operates is First Mining’s primary
concern.
SELECTED FINANCIAL INFORMATION
|
Financial Results (in $000s Except for per Share
Amounts):
|
For the nine months ended September 30,
|
||
|
|
2021
|
2020
|
2019
|
|
Mineral Property
Cash Expenditures(1)
|
$11,241
|
$9,474
|
$4,096
|
|
Net
Loss
|
(31,867)
|
(33,345)
|
(4,686)
|
|
Total Cash Used in
Operating Activities(3)
|
(5,503)
|
(3,497)
|
(3,163)
|
|
Basic and Diluted
Net Loss Per Share
(in
Dollars)(4)
|
$(0.05)
|
$(0.05)
|
$(0.01)
|
|
Financial Position (in $000s):
|
September 30,
|
December 31,
|
December 31,
|
|
|
2021
|
2020
|
2019
|
|
Cash and Cash
Equivalents
|
$30,348
|
$28,901
|
$5,902
|
|
Working Capital(2)
|
41,109
|
9,201
|
5,780
|
|
Investments
|
17,331
|
18,425
|
1,775
|
|
Mineral
Properties
|
165,073
|
179,429
|
252,815
|
|
Investment in
Treasury Metals Inc.
|
16,260
|
63,812
|
-
|
|
Investment in PC
Gold Inc.
|
21,570
|
-
|
-
|
|
Investment in Big
Ridge Gold Corp.
|
1,569
|
-
|
-
|
|
|
|
|
|
|
Total
Assets
|
260,510
|
301,213
|
268,020
|
|
Total Non-current
Liabilities
|
$24,116
|
$16,835
|
$3,139
|
(1)
This
represents mineral property expenditures per consolidated
statements of cash flows.
(2)
This is a non-IFRS measurement with no
standardized meaning under IFRS and may not be comparable to
similar financial measures presented by other issuers. For further
information please see the section in this MD&A titled
“Non-IFRS
Measures”.
(3)
Per
the consolidated statement of cash flows in each corresponding
period.
(4)
The
basic and diluted loss per share calculations result in the same
amount due to the anti-dilutive effect of outstanding stock options
and warrants.
Net Loss - Fluctuations in net loss are typically caused by
non-cash items. Removing the impact of these non-cash items
illustrates that the income statement loss on operational
activities was relatively consistent over the prior periods
presented at an average of approximately $3.0 million, however
increased in the nine months ended September 30, 2021, mostly due
to professional fees associated with the Treasury Metals
distribution and a marketing campaign.
Page 4
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
Cash and Cash Equivalents - the
increase in 2021 was primarily attributable to proceeds from the
sales of shares of First Majestic Silver Corp.
(“First
Majestic”) that were
issued to the Company pursuant to the silver purchase agreement
that First Mining entered into with First Majestic on June 10, 2020
(the “Silver Purchase
Agreement”) and the
US$3,750,000 cash payment that the Company received from First
Majestic pursuant to the terms of the Silver Purchase Agreement,
partially offset by cash used in operational activities and
investing activities at the projects. See the section in this
MD&A entitled “Financial Condition, Liquidity
and Capital Resources”.
Total Assets – decreased relative to December 2020 mainly due to the
distribution of Treasury Metals Shares and Warrants, and the
non-cash impairment recorded on the equity accounted Treasury
Metals investment.
ONTARIO MINERAL PROPERTY PORTFOLIO
LOCATIONS (1)

(1)
Pickle
Crow is subject to the Auteco Earn-In Agreement pursuant to which
Auteco is the operator of the project and owns 70% of PC Gold, the
joint venture company that owns the project. (PC Gold was formerly
a wholly-owned subsidiary of First Mining until Auteco completed
stage 1 of its earn-in to PC Gold).
Page 5
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
MINERAL PROPERTY PORTFOLIO GOLD
RESERVES (1)
The
Springpole Gold Project is the only project owned by First Mining
that has Mineral Reserves attributed to it. The Mineral Reserves
for Springpole are based on the conversion of Indicated Mineral
Resources within the current pit design. The Mineral Reserves for
the Springpole Gold Project are shown below (for further details,
see the technical report entitled “NI 43-101 Technical Report
and Pre-Feasibility Study on the Springpole Gold Project, Ontario
Canada” dated February 26, 2021, which was prepared by AGP
Mining Consultants Inc. (“AGP”) in accordance with National
Instrument 43-101 Standards of
Disclosure for Mineral Projects (“NI 43-101”) and is available under
First Mining’s SEDAR profile at www.sedar.com):
Springpole Proven and Probable Reserves
|
Category
|
Tonnes (Mt)
|
Grade
Au (g/t)
|
Grade
Ag (g/t)
|
Contained Metal
Au (Moz)
|
Contained Metal
Ag (Moz)
|
|
Proven
|
0.0
|
0.0
|
0.0
|
0.0
|
0.0
|
|
Probable
|
121.6
|
0.97
|
5.23
|
3.8
|
20.5
|
|
Total
|
121.6
|
0.97
|
5.23
|
3.8
|
20.5
|
Notes:
(1)
The
Mineral Reserve estimate has an effective date of December 30, 2020
and is based on the Mineral Resource estimate that has an effective
date of July 30, 2020.
(2)
The Mineral Reserve estimate was completed under
the supervision of Gordon Zurowski, P.Eng., of AGP, a Qualified
Person as defined under NI 43-101.
(3)
Mineral Reserves are stated within the final
design pit based on a US$878/oz gold (“Au”) pit shell with a US$1,350/oz Au price for
revenue.
(4)
The
equivalent cut-off grade was 0.34 g/t Au for all pit
phases.
(5)
The
mining cost averaged $2.75/t mined, processing cost averaged
$14.50/t milled, and the G&A cost averaged $1.06/t milled. The
process recovery for gold averaged 88% and the silver recovery was
93%.
(6)
The
exchange rate assumption applied was $1.30 equal to
US$1.00.
Page 6
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
MINERAL PROPERTY PORTFOLIO GOLD
RESOURCES (1)
|
Project
|
Tonnes
|
Gold
Grade (g/t)
|
Silver
Grade (g/t)
|
Contained Gold Ounces (oz)
|
Contained Silver Ounces (oz)
|
|
Measured
Resources
|
|||||
|
Cameron Gold
Project(2)
|
3,360,000
|
2.75
|
-
|
297,000
|
-
|
|
Duparquet Gold
Project(3)
|
18,470
|
1.52
|
-
|
901
|
-
|
|
Indicated
Resources
|
|||||
|
Springpole Gold
Project(4)
|
151,000,000
|
0.94
|
5.00
|
4,600,000
|
24,300,000
|
|
Hope Brook Gold
Project
|
5,500,000
|
4.77
|
-
|
844,000
|
-
|
|
Cameron Gold
Project(5)
|
2,170,000
|
2.40
|
-
|
167,000
|
-
|
|
Duparquet Gold
Project(3)
|
7,122,070
|
1.73
|
-
|
396,134
|
-
|
|
Duquesne Gold
Project
|
1,859,200
|
3.33
|
-
|
199,161
|
-
|
|
Inferred
Resources
|
|||||
|
Springpole Gold
Project(4)
|
16,000,000
|
0.54
|
2.80
|
300,000
|
1,400,000
|
|
Hope Brook Gold
Project
|
836,000
|
4.11
|
-
|
110,000
|
-
|
|
Cameron Gold
Project(6)
|
6,535,000
|
2.54
|
-
|
533,000
|
-
|
|
Pickle Crow Gold
Project (30%) (7)
|
2,835,600
|
4.10
|
-
|
369,150
|
-
|
|
Duparquet Gold
Project(3)
|
4,066,284
|
1.85
|
-
|
242,312
|
-
|
|
Duquesne Gold
Project
|
1,563,100
|
5.58
|
-
|
280,643
|
-
|
|
Pitt Gold
Project
|
1,076,000
|
7.42
|
-
|
257,000
|
-
|
|
|
|||||
|
Total
Measured Resources
|
3,378,470
|
2.74
|
-
|
297,901
|
-
|
|
Total
Indicated Resources
|
167,651,270
|
1.14
|
5.00
|
6,206,295
|
24,300,000
|
|
Total
Measured and Indicated Resources
|
171,029,740
|
1.18
|
5.00
|
6,504,196
|
24,300,000
|
|
Total
Inferred Resources
|
32,911,984
|
1.96
|
3.10
|
2,092,105
|
1,120,000
|
(1)
The Mineral Resources set out in this table are
based on the technical report for the applicable property, the
title and date of which are set out under the applicable property
description within the section “Mineral Property Portfolio
Review” in this MD&A
or in the Company’s AIF for the year ended December 31, 2020,
which is available under the Company’s SEDAR profile at
www.sedar.com.
(2)
Comprised
of 2,670,000 tonnes of pit-constrained (0.55 g/t Au cut-off)
Measured Mineral Resources at 2.66 g/t Au, and 690,000 tonnes of
underground (2.00 g/t Au cut-off) Measured Mineral Resources at
3.09 g/t Au.
(3)
The
Company owns 100% of the Central Duparquet Property, and a 10%
indirect interest in the Duparquet Gold Project. The Measured,
Indicated and Inferred Mineral Resources for Duparquet shown in the
above table reflect both of these ownership interests.
(4)
Springpole Mineral Resources are inclusive of
Mineral Reserves. Open pit mineral resources are reported at a
cut-off grade of 0.30 g/t Au. Cut-off grades are based on a price
of US$1,550/oz Au and $20/oz silver (“Ag”), and processing recovery of 88% Au and
93% Ag. The estimated Life of Mine (“LOM”) strip ratio for the resource estimate is
2.36. Silver Mineral Resources shown in separate column with grade
representing g/t Ag, and contained ounces representing
Ag.
(5)
Comprised
of 820,000 tonnes of pit-constrained (0.55 g/t Au cut-off)
Indicated Mineral Resources at 1.74 g/t Au, and 1,350,000 tonnes of
underground (2.00 g/t Au cut-off) Indicated Mineral Resources at
2.08 g/t Au.
(6)
Comprised
of 35,000 tonnes of pit-constrained (0.55 g/t Au cut-off) Inferred
Mineral Resources at 2.45 g/t Au, and 6,500,000 tonnes of
underground (2.00 g/t Au cut-off) Inferred Mineral Resources at
2.54 g/t Au.
(7)
The Pickle Crow Gold Project contains total
Inferred Mineral Resources of 9,452,000 tonnes at 4.10 g/t Au, for
a total of 1,230,500 ounces Au. This is comprised of 1,887,000
tonnes of pit-constrained (0.50 g/t Au cut-off) Inferred Mineral
Resources at 1.30 g/t Au, and 7,565,000 tonnes of underground
Inferred Mineral Resources that consist of: (i) a bulk tonnage,
long-hole stoping component (2.00 g/t Au cut-off); and (ii) a
high-grade cut-and-fill component (2.60 g/t Au cut-off) over a
minimum width of 1 metre. First
Mining owns 30% of the Pickle Crow Gold Project, and 70% is owned
by Auteco Minerals Ltd. The Inferred Mineral Resources for Pickle
Crow shown in the above table reflects First Mining’s
percentage ownership interest in the Pickle Crow Gold
Project.
Page 7
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
MINERAL PROPERTY PORTFOLIO REVIEW
First
Mining has properties located in Canada and the United States. The
following section discusses the Company’s priority and other
significant projects.
As
at September 30, 2021 and December 31, 2020, the Company had
capitalized the following acquisition, exploration and evaluation
costs to its mineral properties:
|
|
|
|
|
(in $000s)
|
|
|
|
|
|
|
Springpole
|
Cameron
|
Duquesne/
Pitt
|
Hope Brook
|
Pickle Crow
|
Goldlund
|
Others (1)
|
Total
|
|
Balance December 31, 2019
|
$76,775
|
$27,374
|
$7,217
|
$20,071
|
$19,263
|
$98,894
|
$3,221
|
$252,815
|
|
2020
acquisition and capitalized net expenditures
|
11,132
|
4,501
|
12
|
541
|
5,723
|
1,609
|
114
|
23,632
|
|
Disposal,
impairment or reclassification
|
-
|
-
|
-
|
-
|
-
|
(100,503)
|
3,485
|
(97,018)
|
|
Balance December 31, 2020
|
$87,907
|
$31,875
|
$7,229
|
$20,612
|
$24,986
|
$-
|
$6,820
|
$179,429
|
|
2021
acquisition and capitalized net expenditures
|
11,966
|
343
|
11
|
100
|
3,273
|
-
|
1,110
|
16,803
|
|
Disposal,
impairment or deconsolidation
|
-
|
-
|
-
|
(2,685)
|
(28,259)
|
-
|
(215)
|
(31,159)
|
|
Balance September 30, 2021
|
$99,873
|
$32,218
|
$7,240
|
$18,027
|
$-
|
$-
|
$7,715
|
$165,073
|
(1)
Other mineral properties as at
September 30, 2021 and December 31, 2020 include: (i) the mining
claims and concessions located in the Township of Duparquet,
Quebéc, which are near the Company’s Duquesne gold
project; (ii) the cash and share payments that the Company has made
to date pursuant to (a) the option agreement that the Company
entered into with Exiro Minerals Corp. (“Exiro”)
on February 18, 2021 with respect to Exiro’s Swain Post
property in northwestern Ontario, (b) the earn-in agreement that
the Company and its wholly-owned subsidiary Gold Canyon entered
into with Whitefish Exploration Inc. (“Whitefish”)
on April 22, 2021 with respect to Whitefish’s Swain Lake
property in northwestern Ontario., (c) the earn-in agreement that
the Company and its wholly-owned subsidiary Gold Canyon entered
into with ALX Resources Corp. (“ALX”)
on September 7, 2021 with respect to ALX’s Vixen North, Vixen
South and Vixen West properties in northwestern Ontario; (iii) a
1.5% NSR Royalty under the terms of an NSR Royalty Agreement dated
August 7, 2020 between the Company, Treasury Metals and Goldlund
Resources Inc., a wholly-owned subsidiary of Treasury Metals, which
was reclassified from “Goldlund” to
“Others” during the year ended December 31, 2020; and
(iv) the cash and share payments that the Company has received to
date pursuant to the option agreement that the Company entered into
with Momentum Minerals Ltd. (“Momentum”)
with respect to the Company’s Turquoise Canyon property in
Nevada (Momentum was subsequently acquired by IM Exploration Inc.
on July 6, 2021 – IM Exploration Inc. was renamed to Westward
Gold Inc. on October 7, 2021).
CANADIAN GOLD PROJECTS
Springpole Gold Project, Ontario
The
Springpole Gold Project covers an area of 41,943 hectares in
northwestern Ontario, consisting of 30 patented mining claims, 282
contiguous mining claims and thirteen mining leases. The project is
located approximately 110 kilometres (“km”) northeast of the Municipality
of Red Lake in northwestern Ontario and is situated within the
Birch-Uchi Greenstone Belt. The large, open pittable resource is
supported by significant infrastructure, including a 38-person
onsite camp, winter road access, a logging road within 15 km of the
camp, and nearby power lines within 40 km. The Springpole Gold
Project is located within an area that is covered by Treaty Three
and Treaty Nine First Nations Agreements. With approximately 4.6
million ounces of gold, and 24 million ounces of silver, in the
Indicated Mineral Resource category, the Springpole Gold Project is
one of the largest undeveloped gold projects in Ontario1.
___________________
1 Source: S&P Market Intelligence database as
of October 16, 2021. Ranking among undeveloped primary gold
resources per jurisdiction.
Page 8
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
During
the nine months ended September 30, 2021, the most significant
expenditures at the Springpole Gold Project were:
●
$3,175,000
in connection with ongoing environmental permitting and community
consultations;
●
$2,017,000
in connection with land tenure and advanced royalty
acquisitions;
●
$1,732,000
for site employees’, contractors’ salaries and
management salaries allocations;
●
$1,303,000
in connection with the Springpole PFS;
●
$1,126,000
in connection with drilling activities; and
●
$585,000
in connection with fuel charges.
During
the nine-months ended September 30, 2021, and up to the date of
this MD&A, the most significant operational developments at the
Springpole Gold Project were:
1.
Completion of Pre-Feasibility Study
On
January 20, 2021, First Mining announced the results of a positive
PFS for the Springpole Gold Project. The PFS evaluates recovery of
gold and silver from a 30,000 tonne-per-day (“tpd”) open pit operation at
Springpole, with a process plant that will include crushing,
grinding, and flotation, with fine grinding of the flotation
concentrate and agitated leaching of both the flotation concentrate
and the flotation tails followed by a carbon-in-pulp recovery
process to produce doré bars. For full details regarding the
PFS for the Springpole Gold Project, see the technical report,
entitled “NI 43-101 Technical Report and Pre-Feasibility
Study on the Springpole Gold Project, Ontario Canada” dated
February 26, 2021, which was prepared by AGP in accordance with NI
43-101 and is available under First Mining’s SEDAR profile at
www.sedar.com.
PFS Highlights
●
US$1.5 billion pre-tax NPV5%
at US$1,600 per ounce
(“oz”) Au, increasing to US$1.9 billion at
US$1,800/oz Au
●
US$995 million post-tax NPV5%
at US$1,600/oz Au, increasing to
US$1.3 billion at US$1,800/oz Au
●
36.4%
pre-tax IRR; 29.4% after-tax IRR at US$1,600/oz Au
●
LOM
of 11.3 years, with primary mining and processing during the first
9 years and processing lower-grade stockpiles for the balance of
the mine life
●
After-tax
payback of 2.4 years
●
Declaration
of Mineral Reserves: Proven and Probable Reserves of 3.8 Moz Au,
20.5 Moz Ag (121.6 Mt at 0.97 g/t Au, 5.23 g/t Ag)
●
Initial
capital costs estimated at US$718 million, sustaining capital costs
estimated at US$55 million, plus US$29 million in closure
costs
●
Average
annual payable gold production of 335 koz (Years 1 to 9); 287 koz
(LOM)
●
Total cash costs of US$558/oz (Years 1 to 9); and
US$618/oz (LOM)(1)
●
All-in sustaining costs
(“AISC”)
of US$577/oz (Years 1 to 9), and AISC US$645
(LOM)(2)
Note: Base case parameters assume a gold price of US$1,600/oz and a
silver price of US$20/oz, and an exchange rate ($ to US$) of 0.75.
All currencies in the PFS are reported in U.S. dollars unless
otherwise specified. NPV calculated as of the commencement of
construction and excludes all pre-construction costs.
(1) Total cash costs consist of mining costs, processing costs,
mine-level general and administrative (“G&A”) costs, treatment and
refining charges and royalties.
(2) AISC consists of total cash costs plus sustaining and closure
costs.
Economic Sensitivities
The
economics and cash flows of the Springpole Gold Project are highly
sensitive to changes to the gold price.
Springpole Economic Sensitivity to Gold Price (base case in bold)
|
Gold Price (US$/oz)
|
$1,400
|
$1,600
|
$1,800
|
$2,000
|
|
Pre-Tax
NPV5%
|
US$1.04
billion
|
US$1.48 billion
|
US$1.92
billion
|
US$2.36
billion
|
|
Pre-Tax
IRR
|
28.9%
|
36.4%
|
43.2%
|
49.5%
|
|
After-Tax
NPV5%
|
US$690
million
|
US$995 million
|
$1.30
billion
|
$1.60
billion
|
|
After-Tax
IRR
|
23.3%
|
29.4%
|
35.0%
|
40.1%
|
Page 9
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
Springpole Economic Sensitivity to Initial Capital Costs
(base case in
bold)
|
Initial Capital Costs
|
+10%
|
US$718 million
|
-10%
|
|
Pre-Tax
NPV5%
|
US$1.34
billion
|
US$1.48 billion
|
US$1.61
billion
|
|
Pre-Tax
IRR
|
30.1%
|
36.4%
|
44.1%
|
|
After-Tax
NPV5%
|
US$875
million
|
US$995 million
|
US$1,102
million
|
|
After-Tax
IRR
|
23.8%
|
29.4%
|
36.3%
|
Springpole Economic Sensitivity to Operating Costs
(base case in
bold)
|
Operating Costs
|
+10%
|
US$2.21 billion
|
-10%
|
|
Pre-Tax
NPV5%
|
US$1.33
billion
|
US$1.48 billion
|
US$1.63
billion
|
|
Pre-Tax
IRR
|
34.1%
|
36.4%
|
38.6%
|
|
After-Tax
NPV5%
|
US$890
million
|
US$995 million
|
US$1,098
million
|
|
After-Tax
IRR
|
27.6%
|
29.4%
|
31.3%
|
The
Mineral Resources defined in the PFS do not reflect the significant
opportunities that are available for resource expansion or
discovery of additional ore bodies in the Springpole district, and
readers are cautioned that Mineral Resources that are not Mineral
Reserves do not have demonstrated economic viability. First Mining
believes that the Springpole Gold Project has several avenues for
resource expansion, both within the existing property footprint and
regionally in the under-explored Birch Uchi Greenstone belt. First
Mining plans to undertake approximately 10,000 m of diamond
drilling at the Springpole Gold Project in 2021 for metallurgy,
exploration, condemnation, and geotechnical purposes, and will
continue to review other exploration opportunities in the area. As
at September 30, 2021, 5,654 m of metallurgical drilling, 3,022 m
of geotechnical drilling and 705 m of exploration had been
completed, for a total of 9,381 m.
Project Enhancement Opportunities
The PFS
identified several opportunities to enhance the economics of the
Springpole Gold Project, and they will be investigated as First
Mining continues to advance the project. These opportunities
include:
●
Existing Resource
Upgrades. Inferred Mineral
Resources are contained within the existing pit design, and with
additional infill drilling, these resources may potentially support
conversion of some or all of this material into Indicated Mineral
Resources that could be converted to Probable Mineral Reserves and
evaluated in a Feasibility Study (“FS”).
●
Mine Plan
Optimization. Refined pit optimization parameters could result
in better optimized open pit limits which could reduce the overall
strip ratio.
●
Process Optimization.
Continued efforts to investigate
opportunities to improve the metal recoveries through further
metallurgical testing and refining milling processes, as well as
other process optimizations.
●
Further Geotechnical
Studies. A better
hydrogeological and geotechnical understanding may increase pit
slope angles, potentially reducing costs associated with mining
waste material.
●
Additional
Mineralization. There are geophysical and geological targets in
the area around the current resource, where additional drilling has
the potential to identify additional mineralization that could
support Mineral Resource estimation with upside potential for the
LOM.
2.
Silver Stream transaction with First Majestic Silver
Corp.
On June
10, 2020, First Mining entered into the Silver Purchase Agreement
with First Majestic pursuant to which First Majestic agreed to pay
First Mining total consideration of US$22.5 million (the
“Advance
Payment”) in three tranches for the right to purchase
50% of the payable silver produced from the Springpole Gold Project
for the life of the project (the “Silver Stream”). The transaction
closed on July 2, 2020, and under the terms of the
transaction:
Page
10
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
●
US$10 million was paid by First Majestic on
closing the transaction, with US$2.5 million paid in cash and the
remaining US$7.5 million was satisfied by the issuance to First
Mining of 805,698 common shares of First Majestic (the
“First
Majestic Shares”);
●
US$7.5 million was paid by First Majestic upon
First Mining publicly announcing the completion of a positive PFS
for the Springpole Gold Project, with US$3.75 million paid in cash
and the remaining US$3.75 million was satisfied by the issuance to
First Mining of 287,300 First Majestic Shares (the number of First
Majestic shares issued was based on the 20-day volume-weighted
average trading price (“VWAP”) of the First Majestic Shares on the TSX
at the time); and
●
US$5 million is payable by First Majestic upon
First Mining receiving approval of a federal or provincial
Environmental Assessment (“EA”) for the Springpole Gold Project, with
US$2.5 million payable in cash and US$2.5 million payable in First
Majestic Shares (based on 20-day VWAP of the First Majestic Shares
on the TSX at the time).
In
addition, upon closing the transaction on July 2, 2020, First
Mining issued 30 million common share purchase warrants
(“First Mining
Warrants”) to First Majestic pursuant to the terms of
the Silver Purchase Agreement. Each First Mining Warrant entitles
First Majestic to purchase one First Mining Share at an exercise
price of $0.40 for a period of five years. As a result of the
Treasury Metals distribution that was completed on July 15, 2021,
pursuant to the adjustment provisions of the First Mining Warrants,
the exercise price of these warrants was reduced, and the number of
these warrants was increased.
In the
event of default, First Majestic may terminate the Silver Purchase
Agreement and the Advance Payment received by First Mining at that
time would become repayable. The Silver Stream has an initial term
of 40 years from July 2, 2020. The term is automatically extended
by successive 10-year periods as long as the life of mine continues
for the Springpole Gold Project.
Upon
receipt of its share of silver production, First Majestic will make
cash payments to First Mining for each ounce of silver paid to
First Majestic under the Silver Purchase Agreement equal to 33% of
the lesser of the average spot price of silver for the applicable
calendar quarter, and the spot price of silver at the time of
delivery, subject to a price cap of US$7.50 per ounce of silver
(the “Price
Cap”). The Price Cap is subject to annual inflation
escalation of 2%, commencing at the start of the third year of
production. First Mining has the right to repurchase 50% of the
Silver Stream for US$22.5 million at any time prior to the
commencement of production at Springpole.
The
proceeds received by First Mining will primarily be used to advance
the Springpole Gold Project through the PFS/FS process and will
also be used to advance the project through the federal and
provincial EA processes.
3.
Environmental Permitting and Baseline Data
First
Mining continues to advance the Springpole Gold Project through the
federal and provincial EA 2021 that bolsters the environmental data
set that is being used for the preparation of a draft Environmental
Assessment for consultation in 2022. The supplemental environmental
field work program was designed and implemented by Wood plc. Wood
plc has successfully undertaken several mining environmental
assessments in Ontario. First Mining also consolidated the various
technical scopes required for the environmental assessment under
the expertise of Wood plc. First Mining has successfully advanced
the development of the Terms of Reference for the provincial
environmental assessment.
The
final Terms of Reference was submitted to the Ministry of
Environment, Conservation and Parks in April 2021 following a
comprehensive consultation process with local Indigenous
communities and government agencies. Approval of the Terms of
Reference is expected in November 2021. Following approval of the
Terms of Reference First Mining will complete and submit a
coordinated draft environmental assessment (“EA”)
document to the federal and provincial regulators.
Consultation
on the draft EA with Indigenous communities, agencies and
stakeholders will take place throughout 2022, with submission of a
final EA expected to occur in 2023.
Page
11
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
The Springpole permitting timeline is as follows:

Community
consultation and engagement with local Indigenous communities and
other stakeholders is important to First Mining and will continue
throughout the EA process. To date First Mining has signed
consultation agreements with Mishkeegogamang First Nation and
Métis Nation of Ontario, and has established a formal
Environment Committee with Cat Lake First Nation, Slate Falls First
Nation and Lac Seul First Nation which has been tasked with the
review of EA documents for those three communities. All EA-related
materials are publicly available through First Mining’s
website.
4.
Regional land acquisitions – Birch-Uchi Greenstone
Belt
On February 18, 2021, the Company entered into a three-year
option agreement pursuant to which First Mining may earn a 100%
interest in Exiro’s Swain Post property located in
northwestern Ontario through future cash and share payments of
approximately $250,000 to Exiro during the term of the option, and
by completing all assessment work requirements on the property
during the option term. The Swain Post property comprises 237
single cell mining claims covering nearly 5,000 hectares. It is
located approximately 5 km west of First Mining’s
western-most property boundary at Springpole.
On April 29, 2021, the Company and its wholly-owned subsidiary,
Gold Canyon, entered into an earn-in agreement with Whitefish which
gives First Mining the right to earn, through Gold Canyon, an
initial 70% interest in the Swain Lake property by making cash
payments totaling $200,000 and share payments totaling $425,000,
and by incurring at least $500,000 worth of expenditures on the
Swain Lake property during the first 3 years of the earn-in term.
Upon completing the first stage of the earn-in, First Mining will
hold, through Gold Canyon, a 70% interest in the Swain Lake
property and will have an additional period of 2 years within which
to acquire the remaining 30% of the property by paying $1 million
in cash to Whitefish and by issuing $1 million worth of First
Mining Shares to Whitefish. If the second stage of the earn-in is not
completed, Whitefish and Gold Canyon will enter into a joint
venture agreement with respect to the Swain Lake
property.
The
Swain Lake property comprises 82 single cell mining claims covering
1,640 hectares. It is located approximately 2 km from First
Mining’s western-most property boundary at Springpole and
immediately to the east of the Swain Post property.
On
September 7, 2021, the Company and its wholly-owned subsidiary,
Gold Canyon, entered into an earn-in agreement with ALX which gives
First Mining the right to earn, through Gold Canyon, an initial 70%
interest in ALX’s Vixen North, Vixen South and Vixen West
properties in northwestern Ontario (collectively, the
“Vixen
Properties”) by making cash payments totaling $550,000
and share payments totaling $400,000, and by incurring at least
$500,000 worth of expenditures on the Vixen Properties during the
first 3 years of the earn-in term. Upon completing the first stage
of the earn-in, First Mining will hold, through Gold Canyon, a 70%
interest in the Vixen Properties and will have an additional period
of 2 years within which to acquire the remaining 30% of the
properties by paying $500,000 in cash to ALX and by issuing
$500,000 worth of First Mining Shares to ALX. If the second stage
of the earn-in is not completed, ALX and Gold Canyon will enter
into a joint venture agreement with respect to the Vixen
Properties.
Page
12
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
Subsequent
to the end of the quarter, on October 4, 2021, the
Company announced it had entered into an earn-in agreement with
Pelangio Exploration Inc. (“Pelangio”)
which gives First Mining the right to earn, through Gold Canyon,
up to an 80% interest in
Pelangio’s Birch Lake and Birch Lake West properties
(collectively, the “Birch Lake
Properties”)
over the course of two stages and a period of six years. Initially,
First Mining (through Gold Canyon), may earn a 51% interest in the
Birch Lake Properties by making cash payments totaling
$350,000 and share payments totaling 1,300,000 and by incurring at
least $1,750,000 worth of expenditures on the Birch Lake Properties
during the first 4 years of the earn-in term. Upon completing the
first stage of the earn-in, First Mining will have an additional
period of 2 years within which to acquire a further 29% interest in
the Birch Lake Properties by paying $400,000 to Pelangio in cash or
First Mining Shares (at First Mining’s sole discretion) and
by incurring an additional $1,750,000 worth of expenditures on the
Birch Lake Properties. Upon completing the second earn-in stage,
First Mining will hold a 80% interest in the Birch Lake Properties,
and Gold Canyon and Pelangio will enter into a joint venture
agreement with respect to the properties (if First Mining notifies
Pelangio at any time after exercising the first earn-in that it
will not complete the second earn-in stage, the joint venture will
be formed as of the date of such notice, and First Mining will
hold, through Gold Canyon, a 51% interest in the Birch Lake
Properties).
The Birch Lake Properties include the High Grade Island Prospect,
which is located to the northeast of First Mining’s
Springpole Gold Project. The Birch Lake Properties cover
approximately 3,700 hectares.

Page
13
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
Cameron Gold Project, Ontario
The
Cameron Gold Project covers an area of 49,574 hectares in northern
Ontario and comprises 24 patented claims, 1,790 mining claims, 4
mining leases, and 7 Licenses of Occupation. The Cameron Gold
Project deposit is a greenstone‐hosted gold deposit and the
mineralization is mainly hosted in mafic volcanic rocks within a
northwest trending shear zone (Cameron Lake Shear Zone) which dips
steeply to the northeast. A technical report for the Cameron Gold
Project titled “Technical Report on the Cameron Gold Deposit,
Ontario, Canada” and dated January 17, 2017, was prepared by
Optiro Pty Limited in accordance with NI 43-101 and is available
under the Company’s SEDAR profile at www.sedar.com.
There is year-round road access to the property from the nearby
highway and power lines within 20 km.
During
the nine months ended September 30, 2021, the most significant
expenditures at the Cameron Gold Project were:
●
$88,000
for site employees’ salaries and management salary
allocations;
●
$56,000
in connection with exploration and technical consulting;
and
●
$32,000
for provincial and municipal taxes.
On
December 3, 2020, the Company entered into an asset purchase
agreement with Metalore to acquire its East Cedartree claims. The
transaction closed on December 9, 2020. Under the terms of the
transaction, First Mining paid Metalore $3 million in cash and
issued 3 million First Mining Shares to Metalore. The East
Cedartree claims contain an existing Mineral Resource estimate that
was prepared in accordance with NI 43-101 and encompass a highly
favourable geological setting for new gold discoveries in close
proximity to the existing deposits at the Company’s Cameron
and West Cedartree properties. The acquisition of the East
Cedartree claims consolidates First Mining’s land holdings at
Cameron into a single contiguous block and adds a further 3,200
hectares to the 49,574 hectares that First Mining already holds in
the district. As a result of the acquisition of the East Cedartree
claims, the Cameron Gold Project now covers an area of 52,774
hectares and comprises 24 patented claims, 2,002 mining claims, 4
mining leases, and 7 Licenses of Occupation.
Following
First Mining’s recent hire of a Vice President, Exploration,
the Company’s plans at Cameron are to undertake an
approximate 4,000 metre drill program at the project in 2022 in
order to extent extend our local understanding of the local geology
and identify new drill targets on the project and, in particular at
the East Cedartree claims, which the Company acquired at the end of
2020. In addition, the Company will continue local community
consultations and ongoing environmental permitting
activities with
respect to Cameron.
Pickle Crow Gold Project, Ontario
The
Pickle Crow Gold Project covers an area of 19,033 hectares and
comprises 104 patented claims and 932 mining claims. The area is
located in northwestern Ontario and is covered by the Treaty Nine
First Nations Agreement. A technical report for the Pickle Crow
Gold Project titled “An Updated Mineral Resource Estimate for
the Pickle Crow Property, Patricia Mining Division, Northwestern
Ontario, Canada” and dated June 15, 2018, was prepared by
Micon International Limited in accordance with NI 43-101 and is
available under the Company’s SEDAR profile at www.sedar.com.
Extensive infrastructure in place or proximal to the Pickle Crow
Gold Project includes a 200 tpd gravity mill on site, generators
and fuel storage and gravel road access to the property, and the
property is within 10 km of a regional airport at Pickle Lake. The
Pickle Crow Gold Project was a former high-grade operating mine
until the late 1960s.
Earn-In Agreement with Auteco Minerals
On March 12, 2020, the Company and Auteco executed the Auteco
Earn-In Agreement, pursuant to which Auteco, through one of
its subsidiaries, can earn an 80% interest in PC Gold, First Mining’s then wholly-owned subsidiary
that owns Pickle Crow, through a two-stage earn-in over five
years by incurring a total of $10,000,000 million in qualifying
expenditures, issuing up to 125 million shares of Auteco to First
Mining and making $4,100,000 in cash payments to First Mining.
First Mining will retain a 2.0% NSR royalty on Pickle Crow (the
“Pickle Crow
NSR”), of which 1.0% can be bought back by Auteco for
US$2,500,000. A more detailed summary of the earn-in arrangement is
set out in the news release dated March 12, 2020.
Page
14
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
During the year ended December 31, 2020, the Company received the
scheduled cash consideration of $100,000 and 25,000,000 shares of
Auteco with a fair value on receipt of $740,000 under the terms of
the Auteco Earn-in Agreement. In the three-months ended March 31,
2021, Auteco confirmed to the Company that it had completed the
Stage 1 earn-in exploration expenditure requirement of $5,000,000.
Auteco held a meeting of its shareholders in May 2021 to approve
the issuance of 100,000,000 Auteco shares to First Mining, and
having obtained shareholder approval and listing approval from the
Australian Securities Exchange (the “ASX”), Auteco issued the 100,000,000 Auteco
shares to First Mining on June 9, 2021. As a result, Auteco earned,
through a subsidiary, an initial 51% interest in PC Gold, First
Mining’s previously wholly-owned subsidiary, and First Mining
and the Auteco subsidiary executed the Auteco JV Agreement
in respect of PC Gold. On August 30, 2021, the Company announced
that Auteco had completed the Stage two requirements of the earn-in
by paying $1,000,000 in cash to First Mining and incurring
$5,000,000 in exploration expenditures, and as a result Auteco,
through its subsidiary, had increased its ownership interest in PC
Gold to 70%, and the parties entered into a royalty agreement with
respect to the Pickle Crow NSR.
Auteco has an option to acquire an additional 10% equity interest
in PC Gold (the “Buy-In Right”), exercisable any time
following completion of the Stage 2 earn-In, by paying First Mining
$3,000,000 in cash. First Mining’s then remaining
residual 20% interest in PC Gold (and thereby, Pickle Crow) would
be carried until a construction decision in respect of Pickle Crow,
which is to be made after a final feasibility study and following
Auteco having arranged sufficient financing to achieve commercial
production. If Auteco should fail to meet such requirements
within the applicable time periods, the Auteco Earn-In
Agreement will terminate and Auteco will be entitled to retain any
interest which it has earned-in to prior to the date of termination.
Following
the completion of the Stage 1 earn-in by Auteco, First
Mining’s percentage ownership of the subsidiary PC Gold was
diluted from 100% to 49%, which resulted in a loss of control and a
deconsolidation of PC Gold from First Mining’s financial
statements. First Mining has determined that its investment in the
common shares of PC Gold gives it significant influence over PC
Gold, resulting in PC Gold being recorded on First Mining’s
financial statements using the equity method of accounting as an
investment in associate. The initial recognition of the investment
in associate was accounted for at a fair value using a peer group
analysis of comparable $/oz prices of the Pickle Crow Gold Project.
The gain/loss on deconsolidation was calculated as a result of
derecognizing the net assets of PC Gold and recognizing the fair
value of the investment in associate net of the Buy-In Right held
by Auteco. The investment in associate was assessed for impairment
indicators relating to the underlying assets of PC Gold in
accordance with IAS 36 and IFRS 6.
At the
time of deconsolidation of PC Gold in Q2 2021, management estimated
a fair value for the Stage 2 and final Auteco earn in options of
$17,306,000 based on the
portion of the fair value of the PC Gold investment that the
Company would be required divest net of any future proceeds from
Auteco. Following completion of the Stage 2 earn-in in Q3
2021 the Stage 2 option
liability of $12,959,000 was settled and the Company delivered the
additional 19% interest in PC Gold to Auteco from the Option
– PC Gold balance which represented the fair value loss on
the reduced 30% PC Gold ownership. A corresponding reduction in the
equity accounted investment in PC Gold was also recorded as a
result of this dilution. The $4,347,000 balance as at September 30,
2021 represents the additional net dilution which would result from
Auteco completing its additional 10% equity interest. Following
receipt of $3,000,000 under this option First Mining’s
ownership would reduce to 20%.
On February 28, 2019, PC Gold received a letter from the Acting
Director, Mine Rehabilitation, at the Ontario Ministry of Energy,
Northern Development and Mines (“MENDM”), which required the Company to submit a
schedule for the development of a closure plan amendment for the
Pickle Crow Gold Project. The Company complied with the requirement
and submitted the schedule for the development of a closure plan
amendment on March 29, 2019. The submission of a closure plan
amendment complete with cost estimates was initially due on
November 1, 2019. PC Gold has been granted an extension and is
working with the Ministry towards the filing of the closure plan in
2021. PC Gold has engaged consultants to assist with developing
this plan. With a shareholder’s agreement now in place with
respect to PC Gold, the Company and Auteco will be responsible for
their pro rata share of any bond requirements for the mine closure
plan for the Pickle Crow Gold Project.
Hope Brook Gold Project, Newfoundland
The
Hope Brook Gold Project covers an area of 26,650 hectares in
Newfoundland, including six mineral licenses, with a deposit hosted
by pyritic silicified zones occurring within a deformed,
strike-extensive advanced argillic alteration zone. A technical
report for the Hope Brook Gold Project titled “2015 Mineral
Resource Estimate Technical Report for the Hope Brook Gold Project,
Newfoundland and Labrador, Canada” and dated November 20,
2015, was prepared by Mercator Geological Services Limited in
accordance with NI 43-101 and is available under the
Company’s SEDAR profile at www.sedar.com.
Page
15
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
The
resource covers 1.5 km of an 8 km mineralized structure.
Substantial infrastructure at the property includes a ramp to 350
metres (“m”)
below surface with vent raise, line-power to site, commercial barge
and landing craft ramp, air strip, and a strong local labour force.
The Hope Brook Gold Project was a former operating gold mine that
produced 752,163 oz Au from 1987 to 1997.
Earn-In Agreement with Big Ridge Gold
On
April 6, 2021, First Mining announced that it had entered into the
Big Ridge Earn-In Agreement pursuant to which Big Ridge may earn up
to an 80% interest in Hope Brook.
Pursuant
to the agreement, Big Ridge can earn an 80% interest in Hope Brook
through a two-stage earn-in over five years by incurring a total of
$20 million in qualifying expenditures, issuing up to 36,500,000
shares of Big Ridge to First Mining and making a $500,000 cash
payment to First Mining. First Mining will retain a 1.5% NSR
royalty on Hope Brook, of which 0.5% can be bought back by Big
Ridge for $2 million. First Mining will also have the right to
nominate one member to the Board of Directors of Big Ridge (the
“Big Ridge
Board”) on closing, and thereafter, First Mining will
be entitled to have one of its nominees on the Big Ridge Board for
so long as First Mining owns at least 10% of the issued and
outstanding shares of Big Ridge.
In the
period ended September 30, 2021, the Company received $500,000 and
11,500,000 shares of Big Ridge upon closing the transaction, which
were credited against the Hope Brook project mineral property on
the Company’s Statement of Financial Position as at September
30, 2021. In addition, Ken Enquist, the Company’s COO, was
appointed to the Big Ridge Board as the Company’s nominee
under the terms of the Big Ridge Earn-In Agreement.
Other Mineral Properties and Mineral Property
Interests
The
following table sets out the Company’s remaining projects by
region. These projects are 100%-owned by the Company with the
exception of the Duparquet Gold Project in which the Company has a
10% indirect ownership interest in the Duparquet Gold Project and a
100% interest in the Central Duparquet Property.
|
Canada
|
USA
|
|
Duquesne,
Québec (1)
|
Turquoise
Canyon, Nevada (2)
|
|
Pitt,
Québec
|
|
|
Duparquet,
Québec
|
|
|
Horseshoe
Island, Ontario
|
|
(1) In connection with an agreement entered into by Clifton
Star Resources Inc. ("Clifton
Star") on July 31, 2012, prior to its acquisition by First
Mining, Clifton Star purchased 0.5% of a 3% NSR royalty on the
Duquesne Gold Project for $1,000,000 in cash. Per the terms of this
agreement, beginning June 2019, the remaining 2.5% NSR must be
purchased over the ensuing five years in tranches of 0.5% for
$1,000,000 for each tranche. Management is currently in discussions
with the royalty owners regarding potential amendments to the
timing and amount of any future payments related to this royalty
repurchase.
(2) Property under option agreement with Westward Gold Inc. The $25,000 cash
and $216,000 in share payments that the Company has received to
date was pursuant to the option agreement that the Company entered
into with Momentum Minerals Ltd. (“Momentum”) (Momentum was subsequently acquired by IM
Exploration Inc. on July 6, 2021, and IM Exploration Inc. was
renamed to Westward Gold Inc. on October 7,
2021).
Mineral Property Interest – Duparquet Gold Project,
Québec
The
Company, through its wholly-owned subsidiary Clifton Star, has a
10% equity interest in the shares of Beattie Gold Mines Ltd.,
2699681 Canada Ltd., and 2588111 Manitoba Ltd. which directly or
indirectly own various mining concessions and surface rights,
collectively known as the Duparquet Gold Project.
The
Duparquet Gold Project has a large open-pittable resource, as well
as underground and tailings resource. The Company’s interest
in the Duparquet Gold Project was acquired through our acquisition
of Clifton Star in 2016. The Duparquet Gold Project covers an area
of 1,147 hectares and is located in the Abitibi Region of
Québec, one of the world's most prolific gold producing
regions. A technical report for the Duparquet Gold Project entitled
“Technical Report and Prefeasibility Study for the Duparquet
Project” and with an effective date of March 26, 2014, was
completed by InnovExplo in accordance with NI 43-101 and was filed
on SEDAR by Clifton Star on May 23, 2014. The 2014 PFS for the
Duparquet Gold Project includes pre-production capital costs of
$394 million, a pay-back period of 4.3 years and pre-tax
NPV5%
of $222 million at US$1,300 per ounce of gold.
Page
16
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
In
addition to the 10% indirect interest in the Duparquet Gold
Project, the Company also holds a 100% interest in the adjoining
Central Duparquet Property, which was purchased on January 20,
2017. This additional ground comprises 16 claims covering 339 ha.
Infrastructure includes site roads, access to electrical power 15
km away, tailings storage facility and water management solutions
and ancillary site buildings.
Québec Mineral Property Portfolio Locations

NSRs owned by or available to First Mining
Through
recent transactions, First Mining has created the following
portfolio of twenty existing and potential NSR gold royalties on
certain of our mineral properties and property interests. The
Company is currently evaluating potential strategic opportunities
available to enhance and optimize the value of the royalty
portfolio.
|
Royalty
|
NSR Rate
|
Key Terms
|
|
Pickle
Crow (Ontario, Canada)
|
2.00%
|
1.00%
buy-back for US$2.5 million
|
|
Hope
Brook (Newfoundland, Canada)
|
1.50%
|
0.5%
buy-back for $2.0 million
|
|
Goldlund
(Ontario, Canada)
|
1.50%
|
0.5%
buy-back for $5.0 million
|
|
Mexican
Projects (1)
(11
including Las Margaritas)
|
1.00%
|
1.00%
buy-back for US$1.0 million on each project
|
|
Turquoise
Canyon (Nevada, USA)
|
2.00%
|
1.00%
buy-back for US$1.0 million
|
|
Joutel,
Québec
|
1.00%
|
No
buy-back option
|
|
Morris,
Québec
|
1.00%
|
No
buy-back option
|
|
Ronguen
(Burkina Faso)
|
1.00%
|
1.00%
buy-back for US$1.0 million
|
|
Pompoi
(Burkina Faso)
|
1.50%
|
1.50%
buy-back for $1.5 million
|
|
Lac
Virot Iron Ore (Labrador, Canada)
|
2.00%
|
1.00%
buy-back for $1.0 million
|
(1)
The
Mexican projects NSRs include: Sonora - Miranda, Apache, Socorro,
San Ricardo, Los Tamales, Puertecitos, Batacosa; Durango –
Las Margaritas; Oaxaca – Geranio, Lachatao, El
Roble.
Note that the Hope Brook NSR in the above table will only be
granted to us upon Big Ridge successfully completing its Stage 1
Earn-in -it is not in existence as of the date of this MD&A.
For further information on all of the Company’s mineral
properties, see the Company’s AIF for the year ended December
31, 2020 which is available under the Company’s SEDAR profile
at www.sedar.com,
as an exhibit to the Company’s Form 40-F on EDGAR at
www.sec.gov.
Page
17
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
SELECTED QUARTERLY FINANCIAL INFORMATION
|
Financial
Results (in $000s Except for per Share Amounts):
|
||||||||
|
|
2021-Q3
|
2021-Q2
|
2021-Q1
|
2020-Q4
|
2020-Q3
|
2020-Q2
|
2020-Q1
|
2019-Q4
|
|
Net
Income (Loss)
|
$2,419
|
$(1,283)
|
$(33,001)
|
$530
|
$(12,352)
|
$(19,531)
|
$(1,462)
|
$(2,274)
|
|
Impairment of
non-current assets
|
-
|
-
|
23,555
|
-
|
2,372
|
22,498
|
-
|
-
|
|
Total cash used in
operating activities (2)
|
(1,689)
|
(1,940)
|
(1,874)
|
(725)
|
(1,056)
|
(1,128)
|
(1,313)
|
(1,037)
|
|
Basic and Diluted
Net Income (Loss) Per Share (in dollars) (3)
|
0.00
|
(0.00)
|
(0.05)
|
0.00
|
(0.02)
|
(0.03)
|
(0.00)
|
(0.00)
|
|
Financial
Position (in $000s):
|
||||||||
|
Cash and Cash
Equivalents
|
30,348
|
33,762
|
39,174
|
28,901
|
32,477
|
6,475
|
10,497
|
5,902
|
|
Working Capital
(1)
|
41,109
|
34,898
|
19,893
|
9,201
|
14,324
|
8,596
|
9,946
|
5,780
|
|
Investments
|
17,331
|
20,450
|
13,907
|
18,425
|
24,016
|
5,601
|
1,398
|
1,775
|
|
Mineral
Properties
|
165,073
|
160,322
|
186,761
|
179,429
|
168,188
|
159,630
|
256,532
|
252,815
|
|
Investment in
Treasury Metals Inc.
|
16,260
|
16,236
|
39,867
|
63,812
|
62,833
|
-
|
-
|
-
|
|
Investments in PC
Gold Inc.
|
21,570
|
35,999
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Investment in Big
Ridge Gold Corp.
|
1,569
|
1,577
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
260,510
|
299,750
|
287,856
|
301,213
|
296,343
|
258,044
|
276,776
|
268,020
|
|
Total
Non-Current Liabilities
|
$24,116
|
31,855
|
$32,522
|
$16,835
|
$15,332
|
$1,959
|
$3,306
|
3,139
|
(1)
These are non-IFRS measures with no standardized
meaning under IFRS. For further information and a detailed
reconciliation, please refer to the section in this MD&A titled
“Non-IFRS
Measures”.
(2)
Per
the consolidated statements of cash flows in each of the
corresponding periods presented.
(3)
The
basic and diluted loss per share calculations result in the same
amount due to the anti‐dilutive effect of outstanding stock
options and warrants in all periods.
Key trends in the quarterly results are as follows:
Net loss - quarter
to quarter fluctuations are typically due to the timing of non-cash
items. Share-based payments expense, which fluctuates due to the
timing and number of stock option grants together with the
associated fair value dollar amount calculated at the time of the
grant, is one of the more common examples. In addition to
non-recurring impairment charges which are required as and when
facts dictate, the other key non-cash items are fair value
movements on the Silver Stream derivative liability and certain
investments based on underlying market prices at period end. As can
be seen in the table above, the fluctuation in cash used in
operating activities does not tend to vary nearly as much as net
loss.
Cash and cash equivalent – fluctuations are
principally due to the amount and timing of cash used to fund
investing activities at the Company’s mineral property
portfolio, offset by the success of financings provided by private
placements, public offerings, and the exercise of options and
warrants to support such activities.
Total assets – quarterly changes are the direct
result of fluctuations described above in cash and cash equivalents
and investments in the current asset category, and due to mineral
property expenditure additions and more recently the equity loss
and impairments of investment in Treasury Metals, PC Gold and Big
Ridge Gold, all of which are in the non-current asset
category.
Page
18
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
Non-current liabilities – changes occur predominantly due to
the Silver Stream derivative liability which is measured at fair
value at each period end date.
RESULTS OF CONTINUING OPERATIONS
Unless
otherwise stated, the following financial data was prepared on a
basis consistent with IFRS and extracted from the Company’s
unaudited condensed interim consolidated financial
statements:
Third Quarter 2021 Compared to Third Quarter 2020
For the
three months ended September 30, 2021, net loss for the period has
decreased by $14,771,000 compared to the three months ended
September 30, 2020. The most significant components of this overall
change are explained by the following:
|
Income Statement Category
|
Variance between
Periods - (Increase) decrease
|
Explanation
|
|
Loss
from operational activities
|
|
|
|
General and
administration
|
$(754,000)
|
Increases primarily
due to higher professional fees and transfer agent fees related to
the Treasury Metals distribution in the current period, along with
higher salaries related to an increased headcount and related
share-based payment expenses in the current period.
|
|
Impairment of
non-current assets (non-cash)
|
$2,372,000
|
Relates to the
impairment of the Goldlund mineral property in the prior period
which was based on the recoverable amount per terms of the Share
Purchase Agreement with Treasury Metals.
|
|
Other
items
|
|
|
|
Gain on
deconsolidation of subsidiary (non-cash)
|
$449,000
|
Following
completion of the Stage 2 earn-in by Auteco, First Mining’s
percentage ownership of PC Gold was reduced from 49% to 30% which
led to a reduction in its pro-rata provision for the Pickle Crow
reclamation funding.
|
|
Change in fair
value on Silver Stream derivative liability (non-cash)
|
$13,816,000
|
Fair value gains on
the silver stream derivative primarily the result of changes to the
silver price futures curve which was marginally offset by changes
to the estimated credit spread since the prior period.
|
|
Investments fair
value loss (non-cash)
|
$(600,000)
|
Increased fair
value losses between periods primarily due to the decrease in the
First Majestic share price in the current period which was not
consistent in the prior period end.
|
|
|
|
|
|
Net
income for the period
|
$14,771,000
|
Predominantly
relates to the change in fair value gain of the silver stream
derivative liability which was recorded in the period.
|
|
|
|
|
|
Other
comprehensive income (loss)
|
|
|
|
Investments fair
value gain (non-cash)
|
$(2,911,000)
|
The fair value
losses on marketable securities recorded through OCI were higher
than the prior period.
|
|
|
|
|
|
Net
income and comprehensive income
|
$11,384,000
|
Predominantly
relates to the change in fair value gain of the silver stream
derivative liability which was recorded in the period.
|
Page
19
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
Three Quarters ended 2021 Compared to Three Quarters ended
2020
For the
nine months ended September 30, 2021, net loss for the period has
decreased by $1,478,000 compared to the nine months ended September
30, 2020. The most significant components of this overall change
are explained by the following:
|
Income Statement Category
|
Variance between
Periods - (Increase) decrease
|
Explanation
|
|
Loss
from operational activities
|
|
|
|
General and
administration
|
$(1,371,000)
|
Increase is
primarily due to higher share-based payment expense as a result of
the number of grants and fair value of grants being higher when
compared to the prior year. In addition, professional fees were
higher due to the increased legal expenditures associated with
corporate transactional activities.
|
|
Investor relations
and marketing communications
|
$(938,000)
|
Increase due to
increases in marketing expenditures and higher share-based payment
expense allocation.
|
|
Impairment of
non-current assets (non-cash)
|
$1,315,000
|
Relates to the
decrease in the impairment recorded for the reduction in the equity
accounted interest of Treasury Metals ($23,555,000) in the current
period when compared with the prior period write-down of the
Goldlund mineral property which was based on the recoverable amount
per the terms of the Share Purchase Agreement with Treasury Metals
and initial equity accounted impairment in the prior period
($24,870,000).
|
|
Other
items
|
|
|
|
Gain on
deconsolidation of subsidiary (non-cash)
|
$9,280,000
|
Following
completion of the Stage 1 and 2 earn-in by Auteco, First
Mining’s percentage ownership of PC Gold was reduced from
100% to 49% which led to a loss of control and deconsolidation of
PC Gold. The resultant gain was calculated as the recognized fair
value/consideration received less PC Gold’s net assets
derecognized from First Mining’s balance sheet.
|
|
Change in fair
value on Silver Stream derivative liability (non-cash)
|
$5,412,000
|
Fair value gains on
the silver stream derivative primarily the result of change in the
silver price futures curve which was marginally offset by changes
in the estimated credit spread since the prior period.
|
|
Investments fair
value gain (loss)
|
$(4,246,000)
|
Increased
fair value losses between periods primarily due to the decrease in
the First Majestic share price in the current period which was not
consistent in the prior period end.
|
|
Deferred income tax
recovery (non-cash)
|
$1,539,000
|
Prior period
deferred income tax recovery resulting from the reversal of tax
expenses connected with the Goldlund mineral property impairment
following the Share Purchase Agreement with Treasury
Metals.
|
|
Equity loss from
investment in Treasury Metals, PC Gold, Big Ridge
(non-cash)
|
$(5,208,000)
|
Reflects the
current year estimated equity loss pick-up for accounting purposes
on the Company’s equity investments Treasury Metals, PC Gold
and Big Ridge Gold, and any amounts recorded for associated losses
on dilution in the period.
|
|
|
|
|
|
Net
loss for the period
|
$1,478,000
|
Predominantly
relates to the recorded gain on deconsolidation of PC Gold and by
fair value gains on the Silver Stream derivative liability which
was partially offset by investment losses and equity losses and
dilution impacts of equity accounted investments.
|
|
|
|
|
|
Other
comprehensive income (loss)
|
|
|
|
Mineral property
investments fair value loss (non-cash)
|
$(1,842,000)
|
The fair value loss
on mineral property investments recorded through OCI was higher
than the prior period.
|
|
|
|
|
|
Net
loss and comprehensive loss
|
$50,000
|
Predominantly
relates to the recorded gain on deconsolidation of PC Gold which
was partially offset by fair value losses on the Silver Stream
derivative liability.
|
Page
20
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
|
(in $000s)
|
Nine months ended September 30,
|
|
|
|
2021
|
2020
|
|
CASH
PROVIDED BY (USED IN)
|
|
|
|
Operating
activities
|
$(5,503)
|
$(3,497)
|
|
Investing
activities
|
1,688
|
(9,641)
|
|
Financing
activities
|
5,305
|
39,757
|
|
Foreign exchange
effect on cash
|
(43)
|
(44)
|
|
CHANGE
IN CASH AND CASH EQUIVALENTS
|
1,447
|
26,575
|
|
Working
capital(1)
|
41,109
|
14,324
|
|
Cash and cash
equivalents, beginning
|
28,901
|
5,902
|
|
Cash
and cash equivalents, ending
|
$30,348
|
$32,477
|
(1)
Working capital is a non-IFRS measurement with no
standardized meaning under IFRS and may not be comparable to
similar financial measures presented by other issuers. For further
information and a detailed reconciliation, please see the section
“Non-IFRS Measures –
Working Capital”.
Key
reasons for variances from September 30, 2020 to September 30,
2021:
●
The
increase of $1,447,000 in cash and cash equivalents was primarily
due to cash proceeds from the sale of First Majestic shares and
cash received from First Majestic under the terms of the Silver
Purchase Agreement, offset by cash used in operating and other
investing activities;
●
Cash
used in operating activities increased due to higher expenses on IR
related activities, salaries and bonuses from the higher headcount
and higher professional fees which were related to the Treasury
Metals distribution;
●
Cash
provided by investing activities increased primarily due to the
proceeds from the sale of the First Majestic shares which were
received in July 2020;
●
Cash
provided by financing activities decreased due to the prior period
private placement and bought deal financings;
●
Working
capital increased due to the increase in cash and cash equivalents
as discussed above and the settlement of the obligation to
distribute investments in July 2021.
Trends in Liquidity, Working Capital, and Capital
Resources
As at
September 30, 2021, the Company had working capital of $41,108,000
(December 31, 2020 – $9,201,000). The Company has no history
of revenues from its operating activities. The Company is not in
commercial production on any of its mineral properties and
accordingly does not generate cash from operations. During the nine
months ended September 30, 2021, the Company had negative cash flow
from operating activities. The Company anticipates it will have
negative cash flow from operating activities into the foreseeable
future.
The
Company has, since the previous year ended December 31, 2020 and up
to September 30, 2021, financed its activities by raising capital
through issuances of new shares, other means such as the Silver
Stream upfront proceeds and/or sales of its investments in other
companies. In addition to adjusting spending, disposing of assets
and seeking other non-equity sources of financing, the Company
remains reliant on equity markets for raising capital until it can
generate positive cash flow from operations to finance its
exploration and development programs.
The
Company believes it has sufficient cash resources to maintain its
mineral properties in good standing for the next twelve
months.
Page
21
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
OUTLOOK
We remain focused on advancing the Company’s strategic
objectives and near-term milestones, which include the
following:
●
Advancing
the Springpole EA processes which includes a focus on community,
indigenous rightsholder and stakeholder consultations.
●
Springpole
technical studies, including metallurgical work, geotechnical
optimization and further process optimization following the release
and publication of the PFS.
●
Springpole
exploration drilling to identify and follow-up on regional
targets.
●
Cameron drill
program (36 holes, 4,100 m) – to extend local understanding
and identify new targets.
●
Evaluating our
mineral properties in Québec and potential for partnership
opportunities.
●
Maintaining a
strong balance sheet and cash position
to fund investing activities consistent with First Mining’s
business strategy.
●
Providing support as needed to partnership
projects (Pickle Crow, Goldlund-Goliath, Hope Brook) which
will continue to enable the Company to
surface value from these direct and indirect
interests.
●
Establishing and initiating an environmental,
social and governance (“ESG”) reporting framework in 2021 with the
Company’s inaugural report expected in Q2
2022.
FINANCIAL INSTRUMENTS
All
financial instruments are required to be measured at fair value on
initial recognition. Fair value is based on quoted market prices
unless the financial instruments are not traded in an active
market. In this case, the fair value is determined by using
valuation techniques like the Black-Scholes option pricing model or
other valuation techniques. Measurement in subsequent periods
depends on the classification of the financial instrument. A
description of the Company’s financial instruments and their
fair value is included in the audited consolidated financial
statements for the year ended December 31, 2020, filed on SEDAR at
www.sedar.com.
In the
normal course of business, the Company is inherently exposed to
certain financial risks, including market risk, credit risk and
liquidity risk, through the use of financial instruments. The
timeframe and the manner in which we manage these risks varies
based upon our assessment of these risks and available alternatives
for mitigation. We do not acquire or issue derivative financial
instruments for trading or speculative purposes. All transactions
undertaken are to support our operations.
RELATED PARTY TRANSACTIONS
Amounts
paid to related parties were incurred in the normal course of
business and measured at the amount agreed upon by the transacting
parties and on terms and conditions similar to non-related parties.
There were no transactions with related parties outside of the
ordinary course of business during the period ended September 30,
2021.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements that have, or are
reasonably likely to have, a current or future effect on the
results of operations or financial condition of the Company
including, without limitation, such considerations as liquidity and
capital resources.
FINANCIAL LIABILITIES AND COMMITMENTS
The
Company’s financial liabilities as at September 30, 2021 are
summarized as follows:
|
(in $000s)
|
Carrying Amount
|
Contractual Amount
|
Less than 1 year
|
1 – 3 years
|
4 – 5 years
|
After 5 years
|
|
Accounts payable
and accrued liabilities
|
$2,259
|
$2,258
|
$2,258
|
$-
|
$-
|
$-
|
|
Lease
liability
|
471
|
556
|
164
|
336
|
56
|
-
|
|
Total
|
$2,730
|
$2,814
|
$2,422
|
$336
|
$56
|
$-
|
Page
22
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
NON-IFRS MEASURES
Alternative
performance measures in this document such as “cash
cost”, “AISC” and “AIC” are furnished
to provide additional information. These non-IFRS performance
measures are included in this MD&A because these statistics are
used as key performance measures that management uses to monitor
and assess future performance of the Springpole Gold Project, and
to plan and assess the overall effectiveness and efficiency of
mining operations.
Certain Non-IFRS financial measures used in this MD&A and
common to the gold mining industry are defined below.
Total Cash Costs and Total Cash Costs per Gold Ounce –
Total Cash Costs are reflective of the
cost of production. Total Cash Costs reported in the PFS include
mining costs, processing, water & waste management costs,
on-site general & administrative costs, treatment &
refining costs, royalties and silver stream credits. Total Cash
Costs per Ounce is calculated as Total Cash Costs divided by total
LOM payable gold ounces.
All-in Sustaining Costs (“AISC”) and AISC per Gold
Ounce – AISC is
reflective of all of the expenditures that are required to produce
an ounce of gold from operations. AISC reported in the PFS includes
Total Cash Costs, sustaining capital and closure costs. AISC per
Ounce is calculated as AISC divided by total LOM payable gold
ounces.
In
addition, the Company has included non-IFRS measures in the annual
and quarterly info tables above. Working capital is calculated as
Current Assets less Current Liabilities. The Company believes that
these measures provide investors with an improved ability to
evaluate the performance of the Company.
Non-IFRS
measures do not have any standardized meaning prescribed under
IFRS. Therefore, such measures may not be comparable to similar
measures employed by other companies. The data is intended to
provide additional information and should not be considered in
isolation or as a substitute for measures of performance prepared
in accordance with IFRS.
ACCOUNTING POLICIES
The
Company’s significant accounting policies are in accordance
with IFRS and are contained in the audited consolidated financial
statements for the year ended December 31, 2020. There were no
changes in the Company’s accounting policies during the 2021
financial year to date.
CRITICAL ACCOUNTING ESTIMATES
The
preparation of the consolidated financial statements in conformity
with IFRS requires management to make judgments, estimates and
assumptions which affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported
amounts of revenues and expenses during the reporting period.
Estimates are based on historical experience and other factors
considered to be reasonable and are reviewed on an ongoing basis.
Revisions to estimates and the resulting effects on the carrying
amounts of the Company’s assets and liabilities are accounted
for prospectively.
Estimation
uncertainties are described in the Company’s audited
consolidated annual financial statements for the financial year
ended December 31, 2020.
CRITICAL ACCOUNTING JUDGMENTS
The
preparation of financial statements requires management to exercise
judgment in the process of applying its accounting policies.
Judgments are regularly evaluated and are based on
management’s experience and other factors, including
expectations about future events that are believed to be reasonable
under the circumstances. In preparing the Company’s unaudited
condensed interim consolidated financial statements for the three
and nine months ended September 30, 2021, the Company used the same
accounting policies and methods of computation as in the
Company’s audited consolidated annual financial statements
for the financial year ended December 31, 2020. The following
section discusses significant accounting policy judgments which
have been made in connection with the condensed interim
consolidated financial statements for the three and nine months
period ended September 30, 2021:
Page
23
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
Mineral Property Impairment Indicators
In
accordance with the Company’s accounting policy for mineral
properties, exploration and evaluation expenditures on mineral
properties are capitalized. There is no certainty that the
expenditures made by the Company in the exploration of its property
interests will result in discoveries of commercial quantities of
minerals. The Company applies judgment to determine whether
indicators of impairment exist for these capitalized
costs.
Management
uses several criteria in making this assessment, including the
period for which the Company has the right to explore, expected
renewals of exploration rights, whether substantive expenditures on
further exploration and evaluation of mineral properties are
budgeted, and evaluation of the results of exploration and
evaluation activities up to the reporting date.
Impairment of Investment in Associates
With
respect to its investments in Treasury Metals, PC Gold and Big
Ridge Gold, which are accounted for using the equity method, the
Company is required to make estimates and judgments about future
events and circumstances and whether the carrying amount of the
asset exceeds its recoverable amount. Recoverability of each
investment depends on various factors, including the identification
of economic recoverability of reserves at the respective
exploration properties, the ability for each company to obtain the
necessary financing to complete the development, and future
profitable production or proceeds from the disposition of the
underlying company shares themselves. The publicly quoted share
price of each company, where applicable, is also a source of
objective evidence about the recoverable amount of the equity
investment.
ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED
There
are no IFRS or International Financial Reporting Interpretations
Committee interpretations that are not yet effective that would be
expected to have a material impact on the Company’s
consolidated financial statements.
RISKS AND UNCERTAINTIES
The
Company is subject to a number of risks and uncertainties, each of
which could have an adverse effect on its business operations or
financial results. Some of these risks and uncertainties are
detailed below. For a comprehensive list of the Company’s
risks and uncertainties, see the Company’s AIF for the year
ended December 31, 2020 under the heading “Risks that can
affect our business”, which is available under our SEDAR
profile at www.sedar.com,
and on EDGAR as an exhibit to Form 40-F.
Risks related to Financial Instruments
The
Company thoroughly examines the various financial instruments and
risks to which it is exposed and assesses the impact and likelihood
of those risks. These risks include market risk (including equity
price risk, foreign currency risk, interest rate risk and commodity
price risk), credit risk, liquidity risk, and capital risk. Where
material, these risks are reviewed and monitored by the
Board.
The
Board has overall responsibility for the determination of the
Company’s risk management objectives and policies. The
overall objective of the Board is to set policies that seek to
reduce risk as much as possible without unduly affecting the
Company’s competitiveness and flexibility.
a)
Market
Risk
Market risk is the risk that the fair value of future cash flows of
a financial instrument will fluctuate due to changes in market
prices. Market risk includes equity price risk, foreign currency
risk, interest rate risk and commodity price risk.
Equity Price Risk
The Company is exposed to equity price risk as a result of holding
investments in equity securities of several other mineral property
related companies.
Page
24
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
If the fair value of our investments in equity instruments
designated as FVTPL had been 10% higher or lower as at September
30, 2021, net loss for the three months ended September 30, 2021
would have decreased or increased, respectively, by approximately
$1,300,000 (2020 – $80,000. If the fair value of our
investments in equity instruments designated as FVTOCI had been 10%
higher or lower as at September 30, 2021, other comprehensive
income (loss) for the nine months ended September 30, 2021 would
have decreased or increased, respectively, by approximately
$450,000 (2020 – $3,074,000).
Foreign Currency Risk
The Company is exposed to financial risk related to the fluctuation
of foreign exchange rates. As at September 30, 2021, the Company
was exposed to currency risk on the following financial instruments
denominated in US$: Cash and cash equivalents ($3,152,000) and the
Silver Stream derivative liability ($18,654,000), for a net
liability exposure of $15,502,000. The sensitivity of the
Company’s net loss due to changes in the exchange rate
between the US$ against the Canadian dollar is therefore $1,550,000
Canadian dollar equivalents based on a 10% change in currency
exchange rates.
Interest Rate Risk
Interest rate risk is the risk that future cash flows will
fluctuate as a result of changes in market interest rates. The
Company does not have any borrowings that are subject to
fluctuations in market interest rates. Interest rate risk is
limited to potential decreases on the interest rate offered on cash
and cash equivalents held with chartered Canadian financial
institutions. The Company manages its interest rate risk by
maximizing the interest income earned on excess funds while
maintaining the necessary liquidity to conduct its day-to-day
operations. The Company considers this risk to be
immaterial.
Commodity price risk
The Company is subject to commodity price risk from fluctuations in
the market prices for gold and silver. Commodity price risks are
affected by many factors that are outside the Company’s
control including global or regional consumption patterns, the
supply of and demand for metals, speculative activities, the
availability and costs of metal substitutes, inflation, and
political and economic conditions. The financial instrument
impacted by commodity prices is the Silver Stream derivative
liability.
b)
Credit
Risk
Credit risk is the risk of financial loss to the Company if a
counterparty to a financial instrument fails to meet its
contractual obligations. Financial instruments which are
potentially subject to credit risk for the Company consist
primarily of cash and cash equivalents, accounts and other
receivables, and the reclamation deposit. The Company considers
credit risk with respect to its cash and cash equivalents to be
immaterial as cash and cash equivalents are mainly held through
high credit quality major Canadian financial institutions as
determined by ratings agencies. As a result, the Company does not
anticipate any credit losses.
c)
Liquidity
Risk
Liquidity
risk is the risk that the Company will not be able to meet its
financial obligations as they become due. The Company’s
policy is to ensure that it will have sufficient cash to allow it
to meet its liabilities when they become due, under both normal and
stressed conditions, without incurring unacceptable losses or
risking damage to the Company’s reputation. The Company
manages its liquidity risk by preparing annual estimates of
exploration and administrative expenditures and monitoring actual
expenditures compared to the estimates to ensure that there is
sufficient capital on hand to meet ongoing
obligations.
See the
section of this MD&A entitled “Financial Liabilities and
Commitments” for a summary of the maturities of the
Company’s financial liabilities as at September 30, 2021
based on the undiscounted contractual cash flows.
As at
September 30, 2021, the Company had cash and cash equivalents of
$30,348,000 (December 31, 2020 – $28,901,000).
Page
25
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
d)
Capital
Risk Management
The
Company’s objectives when managing capital are to safeguard
the Company’s ability to continue as a going concern in order
to pursue the exploration and retention of its mineral properties.
The Company has historically demonstrated the ability to raise new
capital through equity issuances and/or through surplus cash as
part of its acquisitions. In the management of capital, the Company
includes the components of shareholders’ equity as well as
cash. The Company prepares annual estimates of exploration and
administrative expenditures and monitors actual expenditures
compared to the estimates to ensure that there is sufficient
capital on hand to meet ongoing obligations.
Other Risk Factors
Financing Risks
The
Company has finite financial resources, has no current source of
operating cash flow and has no assurance that additional funding
will be available to it for its future activities, including
exploration or development of mineral projects. Such further
activities may be dependent upon the Company’s ability to
obtain financing through equity or debt financing or other
means. Failure to obtain additional financing could result in
delay or indefinite postponement of exploration and development of
the Company’s existing mineral projects and could result in
the loss of one or more of its properties.
Exploration and Development Risks
The
exploration for and development of minerals involves significant
risks, which even a combination of careful evaluation, experience
and knowledge may not eliminate. These risks include:
●
few
properties that are explored are ultimately developed into
producing mines;
●
there
can be no guarantee that the estimates of quantities and qualities
of minerals disclosed will be economically
recoverable;
●
with
all mining operations there is uncertainty and, therefore, risk
associated with operating parameters and costs resulting from the
scaling up of extraction methods tested in pilot conditions;
and
●
mineral
exploration is speculative in nature and there can be no assurance
that any minerals discovered will result in an increase in our
resource base.
Exploration
and development of mineral properties is capital intensive and
unsuccessful exploration or development programs could have a
material adverse impact on the Company’s operations and
financial condition.
Global Financial Conditions
Global
financial conditions have, at various times in the past and may, in
the future, experience extreme volatility. Many industries,
including the mining industry, are impacted by volatile market
conditions. Global financial conditions may be subject to sudden
and rapid destabilizations in response to economic shocks or other
events, such as developments concerning COVID-19. A slowdown in the
financial markets or other economic conditions, including but not
limited to consumer spending, employment rates, business
conditions, inflation, fluctuations in fuel and energy costs,
consumer debt levels, lack of available credit, the state of the
financial markets, interest rates and tax rates, may adversely
affect the Company’s growth and financial condition. Future
economic shocks may be precipitated by a number of causes,
including government debt levels, fluctuations in the price of oil
and other commodities, volatility of metal prices, geopolitical
instability, changes in laws or governments, war, terrorism, the
volatility of currency exchanges, inflation or deflation, the
devaluation and volatility of global stock markets, pandemics and
natural disasters. Any sudden or rapid destabilization of global
economic conditions could impact the Company’s ability to
obtain equity or debt financing in the future on terms favourable
to the Company or at all. In such an event, the Company’s
operations and financial condition could be adversely
impacted.
Page
26
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
Public Health Crises
The
Company's business, operations and financial condition could be
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. As at
the date of this MD&A, the global reactions to the spread of
COVID-19 have led to, among other things, significant restrictions
on travel, quarantines, temporary business closures and a general
reduction in consumer activity. While these effects are expected to
be temporary, the duration of the disruptions to business
internationally and the related financial impact cannot be
estimated with any degree of certainty at this time. Such public
health crises can result in disruptions and extreme volatility in
financial markets and global supply chains as well as declining
trade and market sentiment and reduced mobility of people, all of
which could impact commodity prices, interest rates, credit
ratings, credit risk, availability of financing and inflation. The
risks to the Company of such public health crises also include
risks to employee health and safety and 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. Although the Company
has the capacity to continue certain administrative functions
remotely, many other functions, including the conduct of
exploration and development programs, cannot be conducted remotely
and may be impacted or delayed if the Company experiences
limitations on employee mobility. At this point, the extent to
which COVID-19 may impact the Company remains uncertain; however,
it is possible that COVID-19 could have a material adverse effect
on the Company's business, results of operations and financial
condition. There can be no assurances that the Company will not be
required to further demobilize its personnel and contractors at any
of its mineral projects due to the ongoing COVID-19 pandemic. Any
such demobilization may have an adverse impact on the
Company’s ability to conduct exploration and further advance
its work programs on the affected properties.
Risks Generally
For a
comprehensive discussion of the risks and uncertainties that may
have an adverse effect on the Company's business, operations and
financial results, refer to the Company’s latest AIF for the
year ended December 31, 2020 filed with Canadian securities
regulatory authorities at www.sedar.com,
and filed under Form 40-F with the United States Securities
Exchange Commission at www.sec.gov/edgar.html.
The AIF, which is filed and viewable on www.sedar.com
and www.sec.gov/edgar.html,
is available upon request from the Company.
QUALIFIED PERSONS
Hazel
Mullin, P.Geo., Director of Data Management and Technical Services
at First Mining, is a Qualified Person as defined by NI 43-101, and
is responsible for the review and verification of the scientific
and technical information in this MD&A.
SECURITIES OUTSTANDING
As at
the date on which this MD&A was approved and authorized for
issue by the Board, the Company has 700,200,059 common shares
issued and outstanding; 91,892,620 warrants outstanding; 44,765,000
options outstanding; 1,550,000 restricted stock units outstanding;
and 303,000 deferred stock units outstanding.
DISCLOSURE CONTROLS AND PROCEDURES
The
Company’s Management, with the participation of its Chief
Executive Officer (“CEO”) and its Chief Financial
Officer (“CFO”),
have evaluated the effectiveness of the Company’s disclosure
controls and procedures. Based upon the results of that evaluation,
the Company’s CEO and CFO have concluded that, as of
September 30, 2021, the Company’s disclosure controls and
procedures were effective to provide reasonable assurance that the
information required to be disclosed by the Company in reports it
files is recorded, processed, summarized and reported, within the
appropriate time periods and is accumulated and communicated to
Management, including the CEO and CFO, as appropriate to allow
timely decisions regarding required disclosure.
Page
27
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
The
Company’s Management, with the participation of its CEO and
CFO, is responsible for establishing and maintaining adequate
internal control over financial reporting as such term is defined
in the SEC’s rules and the rules of the Canadian Securities
Administrators. The Company’s internal control over financial
reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of annual financial statements for external purposes in
accordance with IFRS as issued by the International Accounting
Standards Board. The Company’s internal control over
financial reporting includes policies and procedures
that:
●
address
maintaining records that accurately and fairly reflect, in
reasonable detail, the transactions and dispositions of assets of
the Company;
●
provide
reasonable assurance that transactions are recorded as necessary
for preparation of financial statements in accordance with
IFRS;
●
provide
reasonable assurance that the Company’s receipts and
expenditures are made only in accordance with authorizations of
Management and the Company’s Directors; and
●
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
Company’s assets that could have a material effect on the
Company’s consolidated financial statements.
The
Company’s internal control over financial reporting may not
prevent or detect all misstatements because of inherent
limitations. Additionally, projections of any evaluation of
effectiveness for future periods are subject to the risk that
controls may become inadequate because of changes in conditions or
deterioration in the degree of compliance with the Company’s
policies and procedures.
In the
first quarter of 2020, the Company’s employees began to work
remotely. Since then, the Company has reopened its offices and its
employees have performed their duties through a combination of
working remotely and in the office. This change has required
certain processes and controls that were previously done or
documented manually to be completed and retained in electronic
form. Despite the changes required by the current environment,
there have been no significant changes in our internal controls
during the quarter ended September 30, 2021 that have materially
affected, or are likely to materially affect, the Company’s
internal control over financial reporting.
LIMITATIONS OF CONTROLS AND PROCEDURES
The
Company’s Management, including the CEO and CFO, believes
that any disclosure controls and procedures or internal control
over financial reporting, no matter how well conceived and
operated, may not prevent or detect all misstatements because of
inherent limitations. Further, the design of a control system must
reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, they
cannot provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been prevented
or detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can
occur because of a simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by unauthorized override of the
control. The design of any control system is also based in part
upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions.
Accordingly, because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud
may occur and may not be detected.
Page
28
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
FORWARD-LOOKING INFORMATION
This
MD&A is based on a review of the Company’s operations,
financial position and plans for the future based on facts and
circumstances as of September 30, 2021. This MD&A contains
“forward-looking statements” within the meaning of
applicable Canadian securities regulations (collectively,
“forward-looking
statements”). Any statements that express or involve
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions or future events or
performance (often, but not always, using words or phrases such as
“seek”, “anticipate”, “plan”,
“continue”, “estimate”,
“expect”, “may”, “will”,
“project”, “predict”,
“forecast”, “potential”,
“targeting”, “intend”, “could”,
“might”, “should”, “believe”
and similar expressions) are not statements of historical fact and
may be “forward-looking statements”. These statements
relate to future events or the Company’s future performance,
business prospects or opportunities. Forward-looking statements
include, but are not limited to: statements regarding the
advancement of the Company’s mineral assets towards
production; statements regarding the potential for the Company to
acquire additional mineral assets in the future; statements
regarding the next stages and anticipated timing of the
metallurgical study or the environmental, permitting at the
Springpole Gold Project; statements regarding opportunities to
enhance project economics identified under the PFS for the
Springpole Gold Project; statements regarding the targeted
submission date for the EIS and final EA in relation to the
Springpole Gold Project; statements regarding the potential
increase in gold and silver recoveries at the Springpole Gold
Project; statements regarding the anticipated receipt, timing and
use of proceeds received by First Mining pursuant to the Silver
Purchase Agreement; statements regarding the Company’s
intentions and expectations regarding exploration, infrastructure
and production potential of any of its mineral properties;
statements relating to the Company's working capital, capital
expenditures and ability and intentions to raise capital;
statements regarding the potential effects of financing on the
Company's capitalization, financial condition and operations;
forecasts relating to mining, development and other activities at
the Company’s operations; forecasts relating to market
developments and trends in global supply and demand for gold;
statements relating to future global financial conditions and the
potential effects on the Company; statements relating to future
work on the Company’s non-material properties; statements
relating to the Company’s mineral reserve and mineral
resource estimates; statements regarding regulatory approval and
permitting including, but not limited to, EA approval for the
Springpole Gold Project and the expected timing of such EA
approval; statements regarding the Company’s anticipated
timing to receive final approval from the MECP of the Terms of
Reference for the Springpole Gold Project, and consultations in
respect thereof; statements regarding the Company's compliance with
laws and regulations including, but not limited to environmental
laws and regulations; statements regarding the Auteco Earn-In
Agreement and cash payments, share issuances and exploration
expenditure commitments thereunder; statements regarding the Big
Ridge Earn-In Agreement and payouts, share issuances and
exploration expenditure commitments thereunder; statements
regarding the Company’s engagement with local stakeholders;
statements regarding the Company's ability to enter into agreements
with local stakeholders including, but not limited to, local
Indigenous groups; statements regarding the potential impact of the
COVID-19 pandemic; statements regarding key personnel; statements
regarding non-IFRS measures and changes in accounting standards;
statements relating to the limitation of the Company's internal
controls over financial reporting; and statements regarding the
preparation or conduct of studies and reports and the expected
timing of the commencement and completion of such studies and
reports.
There
can be no assurance that such statements will prove to be accurate,
and future events and actual results could differ materially from
those anticipated in such statements. Important factors that could
cause actual results to differ materially from the Company’s
expectations are disclosed under the heading “Risks that can affect our
business” in the Company’s AIF for the year
ended December 31, 2020 and other continuous disclosure documents
filed from time to time via SEDAR with the applicable Canadian
securities regulators. Forward-looking statements are based on the
estimates and opinions of management on the date the statements are
made, and the Company does not undertake any obligation to update
forward-looking statements should conditions or our estimates or
opinions change, except as required by applicable laws. Actual
results may differ materially from those expressed or implied by
such forward-looking statements. These statements involve known and
unknown risks, uncertainties, and other factors that may cause the
Company’s actual results, levels of activity, performance or
achievements to be materially different from any future results,
levels of activity, performance or achievement expressed or implied
by these forward-looking statements.
The
Company believes that the expectations reflected in any such
forward-looking statements are reasonable, but no assurance can be
given that these expectations will prove to be correct and such
forward-looking statements included herein this MD&A should not
be unduly relied upon.
Page
29
|
FIRST MINING GOLD CORP.
|
Management’s Discussion & Analysis
|
|
(Expressed in Canadian dollars, unless otherwise
indicated)
|
For the three and nine months ended September 30, 2021
|
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND
MINERAL RESERVE ESTIMATES
This
MD&A has been prepared in accordance with the requirements of
Canadian securities laws, which differ in certain material respects
from the disclosure requirements of United States securities laws.
The terms “mineral
reserve”, “proven mineral reserve” and
“probable mineral
reserve” are Canadian mining terms as defined in
accordance with NI 43-101 and the Canadian Institute of Mining,
Metallurgy and Petroleum (“CIM”) 2014 Definition Standards on
Mineral Resources and Mineral Reserves, adopted by the CIM Council,
as may be amended from time to time. These definitions differ from
the definitions in the United States Securities and Exchange
Commission (the “SEC”) rules applicable to domestic
United States companies. In addition, the terms “mineral resource”,
“measured mineral
resource”, “indicated mineral resource” and
“inferred mineral
resource” are defined under the 2014 CIM definition
standards, and are required to be disclosed by NI 43-101. However,
these terms are not defined under the SEC rules applicable to
domestic United States companies. Accordingly, information
concerning mineral deposits set forth or incorporated by reference
in this MD&A may not be comparable with information made public
by companies that report in accordance with U.S.
standards.
Page
30
Exhibit 99.3
FORM
52-109F2
CERTIFICATION
OF INTERIM FILINGS
FULL
CERTIFICATE
I,
Daniel W. Wilton, Chief Executive Officer of First Mining Gold
Corp., certify the following:
1.
Review: I have
reviewed the interim financial report and interim MD&A
(together, the “interim
filings”) of First Mining Gold Corp. (the
“issuer”) for
the interim period ended September 30, 2021.
2.
No
misrepresentations: Based on my knowledge, having exercised
reasonable diligence, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated or that is necessary to make a statement not
misleading in light of the circumstances under which it was made,
for the period covered by the interim filings.
3.
Fair presentation:
Based on my knowledge, having exercised reasonable diligence, the
interim financial report together with the other financial
information included in the interim filings fairly present in all
material respects the financial condition, financial performance
and cash flows of the issuer, as of the date of and for the periods
presented in the interim filings.
4.
Responsibility: The
issuer’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(DC&P) and internal control over financial reporting (ICFR), as
those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’
Annual and Interim Filings, for the issuer.
5.
Design: Subject to
the limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer’s other certifying officer(s) and I have, as at the
end of the period covered by the interim filings:
(a)
designed DC&P,
or caused it to be designed under our supervision, to provide
reasonable assurance that
(i)
material
information relating to the issuer is made known to us by others,
particularly during the period in which the interim filings are
being prepared; and
(ii)
information
required to be disclosed by the issuer in its annual filings,
interim filings or other reports filed or submitted by it under
securities legislation is recorded, processed, summarized and
reported within the time periods specified in securities
legislation; and
(b)
designed ICFR, or
caused it to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with the issuer’s GAAP.
5.1
Control framework:
The control framework the issuer’s other certifying
officer(s) and I used to design the issuer’s ICFR is the 2013
Internal Control –
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
5.2
N/A.
5.3
N/A.
6.
Reporting changes in
ICFR: The issuer has disclosed in its interim MD&A any
change in the issuer’s ICFR that occurred during the period
beginning on July 1, 2021 and ended on September 30, 2021 that has
materially affected, or is reasonably likely to materially affect,
the issuer’s ICFR.
|
|
|
|
|
|
|
|
|
|
|
Date: November 10,
2021.
|
By:
|
/s/
Daniel
W. Wilton
|
|
|
|
|
Daniel W.
Wilton
|
|
|
|
|
Chief Executive
Officer
|
|
Exhibit 99.4
FORM
52-109F2
CERTIFICATION
OF INTERIM FILINGS
FULL
CERTIFICATE
I,
Andrew Marshall, the Chief Financial Officer of First Mining Gold
Corp., certify the following:
1.
Review: I have
reviewed the interim financial report and interim MD&A
(together, the “interim
filings”) of First Mining Gold Corp. (the
“issuer”) for
the interim period ended September 30, 2021.
2.
No
misrepresentations: Based on my knowledge, having exercised
reasonable diligence, the interim filings do not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated or that is necessary to make a statement not
misleading in light of the circumstances under which it was made,
for the period covered by the interim filings.
3.
Fair presentation:
Based on my knowledge, having exercised reasonable diligence, the
interim financial report together with the other financial
information included in the interim filings fairly present in all
material respects the financial condition, financial performance
and cash flows of the issuer, as of the date of and for the periods
presented in the interim filings.
4.
Responsibility: The
issuer’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(DC&P) and internal control over financial reporting (ICFR), as
those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’
Annual and Interim Filings, for the issuer.
5.
Design: Subject to
the limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer’s other certifying officer(s) and I have, as at the
end of the period covered by the interim filings:
(a)
designed DC&P,
or caused it to be designed under our supervision, to provide
reasonable assurance that
(i)
material
information relating to the issuer is made known to us by others,
particularly during the period in which the interim filings are
being prepared; and
(ii)
information
required to be disclosed by the issuer in its annual filings,
interim filings or other reports filed or submitted by it under
securities legislation is recorded, processed, summarized and
reported within the time periods specified in securities
legislation; and
(b)
designed ICFR, or
caused it to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with the issuer’s GAAP.
5.1
Control framework:
The control framework the issuer’s other certifying
officer(s) and I used to design the issuer’s ICFR is the 2013
Internal Control –
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
5.2
N/A.
5.3
N/A.
6.
Reporting changes in
ICFR: The issuer has disclosed in its interim MD&A any
change in the issuer’s ICFR that occurred during the period
beginning on July 1, 2021 and ended on September 30, 2021 that has
materially affected, or is reasonably likely to materially affect,
the issuer’s ICFR.
|
|
|
|
|
|
|
|
|
|
|
Date: November 10,
2021.
|
By:
|
/s/ Andrew
Marshall
|
|
|
|
|
Andrew
Marshall
|
|
|
|
|
Chief Financial
Officer
|
|