First Mining Gold Corp 6-K, filed Jan 27, 2020
First Mining Gold Corp. (FFMGF)
6-K
2020-01-27
For: 2020-01-27
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About this 6-K
First Mining Gold Corp filed this 6-K on January 27, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of
January 2020
Commission File Number: 000-55607
First Mining Gold
Corp.
(Translation of registrant's name into English)
(Translation of registrant's name into English)
Suite
1800, 925 West Georgia
Street, Vancouver, B.C., V6C3L2
(Address of principal executive office)
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form
40-F.
Form 20-F [ ]
Form 40-F [ X ]
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): [ ]
SUBMITTED
HEREWITH
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Exhibits
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Press Release dated
January 15, 2020
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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First Mining Gold
Corp.
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(Registrant)
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Date: January 27,
2020
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/s/ Samir
Patel
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Samir Patel
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Corporate Counsel and Corporate
Secretary
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Exhibit
99.1
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TSX: FF
OTCQX:
FFMGF
FRANKFURT: FMG
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NEWS RELEASE
First Mining Partners with Auteco to Advance its Pickle Crow Gold
Project
January 27, 2020 – Vancouver, BC – First Mining Gold
Corp. (“First Mining” or the
“Company”) (TSX: FF) (OTCQX: FFMGF) (FRANKFURT:
FMG) is pleased to announce that it has entered into a binding term
sheet with Auteco Minerals Ltd (“Auteco”) (ASX: AUT)
whereby Auteco may earn up to an 80% interest in First
Mining’s Pickle Crow Gold Project (“Pickle Crow”
or the “Project”) located in Ontario, Canada. Auteco
can earn a full 80% interest in the Project by incurring a total of
$10 million in exploration expenditures over five years, making
cash payments to First Mining totaling $4.1 million, and issuing
125 million shares of Auteco to First Mining. First Mining will
also retain a 2% Net Smelter Return (“NSR”) Royalty, 1%
of which can be bought back for US$2.5 million. Further details are
set out under “Earn-in Details”.
Transaction Highlights
●
Partners First
Mining with a highly skilled management team with a track record of
discovery success.
o
Auteco’s
management team is comprised of a number of the key individuals
that advanced Bellevue Gold Ltd (“Bellevue”) (ASX:
BGL). Bellevue has had strong market success on the back of
advancing the historic Bellevue Gold Mine in Western Australia,
where they acquired a past-producing, high-grade gold project and
defined a JORC compliant Inferred gold resource of 1.8 million
ounces at 11.1 g/t gold in less than 18 months.
●
Pickle Crow to
benefit from modern exploration techniques and a new geological
review.
●
First Mining to
retain meaningful exposure to the potential upside at Pickle Crow
through project interest, equity exposure to Auteco, and a 2% NSR
royalty.
Dan
Wilton, CEO of First Mining, stated “We are excited to be
partnering with such an accomplished group to advance Pickle Crow.
Auteco has a strong technical team with a track record of
generating value through exploration success. Their team is backed
by the same key individuals involved with Bellevue who had recent
success in revitalizing a past-producing district, and the project
similarities are why we believe Auteco is one of the best
positioned teams to advance and unlock the potential at Pickle
Crow. This agreement also demonstrates the value in First
Mining’s broader asset portfolio. This agreement allows the
Company and our shareholders to retain an interest in Pickle
Crow’s advancement as the Auteco team work to define the
project potential through drilling and exploration, while First
Mining’s near-term focus remains on advancing our Springpole
and Goldlund gold projects. We look forward to working with our new
partners at Auteco, and believe this partnership delivers the
intellectual and financial capital needed to surface value at the
Pickle Lake gold camp, one of Canada’s historic high-grade
mining camps.”
Ray
Shorrocks, Auteco’s Executive Chairman, commented “I
was recently fortunate enough to have been involved in one of
Australia’s modern day high-grade gold discoveries with
Bellevue Gold Ltd (ASX: BGL) and from what I can see so far and
along with the rest of the Auteco team that the historic Pickle
Crow Gold Project has the hallmark for being able to replicate
significant discovery success again. The Auteco team and I are
looking forward to working closely with our Canadian partners at
First Mining who we hope will benefit greatly along with our Auteco
shareholders and all other stakeholders as we commence systematic
and effective exploration to advance the Pickle Crow Gold
Project.”
The
Pickle Crow Gold Project is located in northwestern Ontario and is
one of Canada’s highest-grade historical gold mines. The mine
operated from 1935 until 1966, during which time it reportedly
produced almost 1.5 million ounces of gold at an average grade of
16.14 g/t. The property consists of ~190 km2 (19,000 hectares) of
tenure covering a major gold province. First Mining acquired the
Project in November 2015 through its acquisition of PC Gold
Inc.
There
has been limited exploration of Pickle Crow since mining ceased in
1966. The most recent work conducted was focused on developing
small remnant resources proximal to the old mine infrastructure.
Auteco intends to return to first principles at the project, with a
focus on discovering and developing new project-scale, high-grade,
near-surface gold resources. There are a number of high-priority
targets that have either not been followed up or have had little or
no modern exploration work undertaken on them. These include
multiple unmined lode positions surrounding the historic
underground workings, including potential new high-grade gold lodes
as well as a number of shallow, near-surface broad mineralized
zones that require exploration testing regionally across the 190
km2
(19,000 hectare) project area.
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Auteco’s
strong technical exploration skillset along with their track record
of having access to capital provides an opportunity to unlock the
potential value of this historical region. Auteco is led by
Sam Brooks (Technical
Director), a geologist who is currently the Chief Geologist of
Bellevue, and was previously involved with Gryphon Minerals
Limited, which was acquired by Teranga Gold in 2016. The Auteco
team is comprised of several additional individuals who have been
involved with Bellevue, including Ray Shorrocks (Executive
Chairman), Steve Parsons (Non-Executive Director) and Michael
Naylor (Non-Executive Director).
First
Mining believes that Bellevue and the Auteco team’s success
in advancing the Bellevue Gold Mine are a strong analogy for the
potential advancement of the Pickle Crow Gold Project. The
similarities between the two projects include:
●
Both assets were
high-grade historic past-producing mines that have not benefited
from modern exploration and development advancements;
and
●
Pickle Crow and
Bellevue are both located in proven gold regions with a number of
projects (both historic and current) in close
proximity.
Earn-In Details
Auteco
has entered into a conditional binding term sheet to acquire up to
80% of Pickle Crow from First Mining. The key terms are as
follows:
Cash on Signing
With
the binding term sheet having been executed, First Mining will
receive:
●
$50,000 cash within
three business days.
Formal Agreement
Upon
execution of a formal agreement (expected to be finalized within 45
days), First Mining will receive:
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$50,000 cash;
and
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25,000,000 shares
of Auteco.
Stage 1 Earn-In (51% earn-in)
Three-year
initial earn-in period to acquire a 51% interest in the Project
by:
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Spending $5 million
on exploration, with a commitment to spend $750,000 of that total
within the first 12 months; and
●
Issuing 100,000,000
shares of Auteco to First Mining.
Stage 2 Earn-In (additional 19% to earn-in to
70%)
Upon
completion of the stage 1 earn-in, Auteco will have a two-year
follow-on period to acquire an additional 19% interest in the
Project by:
●
Spending a further
$5 million on exploration;
●
Making a $1 million
cash payment to First Mining within 90 days of completing the
additional exploration spend; and
●
Issuing First
Mining a 2% NSR royalty on the Project (1% of which can be bought
back for US$2.5 million) (issued upon completion of the stage 2
earn-in).
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Buy-In (additional 10% to earn-in to 80%)
Upon
completion of the stage 2 earn-in, Auteco will have an option to
acquire an additional 10%, exercisable any time post the stage 2
earn-in, by:
●
Paying First Mining
$3 million in cash.
Additional Terms
●
First Mining and
Auteco will form a joint venture upon completion of the stage 1
earn-in.
●
First Mining will
be free carried, at a 20% interest, to a decision to
mine.
●
Auteco will require
shareholder approval to issue its shares. First Mining may
terminate the transaction if such shareholder approval is not
obtained.
First
Mining believes that this earn-in structure provides for a variety
of value-generating components: exploration expenditure
requirements to advance Pickle Crow with First Mining having a
carried interest, shares in Auteco, cash consideration, and
retention of a direct interest in the Project along with a 2%
NSR.
About Auteco
Auteco
Minerals Limited (ASX: AUT) is an emerging mineral exploration
company currently focused on advancing high-grade gold resources at
the Pickle Crow Gold Project in the world class Uchi Sub-province
of Ontario, Canada. The Auteco Board of Directors and Technical
Management team has a proven track record of discovering gold and
creating wealth for shareholders and all stakeholders in recent
years.
Qualified Person
Hazel
Mullin, P.Geo., Director, Data Management and Technical Services of
First Mining, is a “Qualified Person” for the purposes
of NI 43-101, and she has reviewed and approved the scientific and
technical disclosure contained in this news release.
About First Mining Gold Corp.
First
Mining Gold Corp. is an emerging development company with a
diversified portfolio of gold projects in North America. Having
assembled a large resource base of 7.4 million ounces of gold in the
Measured and Indicated
categories and 3.8 million
ounces of gold in the Inferred category in mining friendly
jurisdictions of eastern Canada, First Mining is now focused on
advancing its material assets towards a construction decision and,
ultimately, to production. The Company currently holds a portfolio
of 24 mineral assets in Canada, Mexico and the United
States.
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ON BEHALF OF FIRST MINING GOLD CORP.
Daniel
W. Wilton
Chief Executive Officer and Director
For further information, please contact:
Mal
Karwowska |
Vice President, Corporate Development & Investor
Relations
Direct:
604.639.8824 | Toll Free:
1.844.306.8827 | Email:
info@firstmininggold.com
www.firstmininggold.com
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward-looking
information” and "forward-looking statements”
(collectively "forward-looking statements”) within the
meaning of applicable Canadian and United States securities
legislation including the United States Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
made as of the date of this news release. Forward-looking
statements are frequently, but not always, identified by words such
as "expects”, "anticipates”, "believes”,
“plans”, “projects”, "intends”,
"estimates”, “envisages”, "potential”,
"possible”, “strategy”, “goals”,
“objectives”, or variations thereof or stating that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved, or the negative of any of
these terms and similar expressions.
Forward-looking statements in this news release relate to future
events or future performance and reflect current estimates,
predictions, expectations or beliefs regarding future events and
include, but are not limited to, statements with respect to: (i)
the timing of any cash and share payments set out in the binding
term sheet that the Company has signed with Auteco; (ii) the timing
for completion of all earn-in stages under the binding term sheet;
(iii) the timing of the grant of a 2% NSR to First Mining over the
Pickle Crow Gold Project; (iv) the timing for completion of all
exploration expenditures required under the binding term sheet; (v)
the potential for Auteco discovering and developing new project
scale, high-grade, near surface gold resources at the Pickle Crow
Gold Project; (vi) First Mining’s belief that Bellevue and
the Auteco team’s success in advancing the Bellevue Gold Mine
are a strong analogy for the potential of the Pickle Crow Gold
Project; and (vii) funding by Auteco to conduct exploration. All
forward-looking statements are based on First Mining's or its
consultants' current beliefs as well as various assumptions made by
them and information currently available to them. There can be no
assurance that such statements will prove to be accurate, and
actual results and future events could differ materially from those
anticipated in such statements. Forward-looking statements reflect
the beliefs, opinions and projections on the date the statements
are made and are based upon a number of assumptions and estimates
that, while considered reasonable by the respective parties, are
inherently subject to significant business, economic, competitive,
political and social uncertainties and contingencies. Many factors,
both known and unknown, could cause actual results, performance or
achievements to be materially different from the results,
performance or achievements that are or may be expressed or implied
by such forward-looking statements and the parties have made
assumptions and estimates based on or related to many of these
factors. Such factors include, without limitation: regulatory
approvals; shareholder approval from Auteco shareholders; receipt
of necessary financing by Auteco; the presence of and continuity of
metals at the Pickle Crow Gold Project at estimated grades; success
in realizing proposed drilling programs; fluctuations in the spot
and forward price of gold, silver, base metals or certain other
commodities; fluctuations in the currency markets (such as the
Canadian dollar versus the U.S. dollar); changes in national and
local government, legislation, taxation, controls, regulations and
political or economic developments; risks and hazards associated
with the business of mineral exploration and exploration drilling
programs, development and mining (including environmental hazards,
industrial accidents, unusual or unexpected formations, pressures,
cave-ins and flooding); the presence of laws and regulations that
may impose restrictions on mining; employee relations;
relationships with and claims by local communities, indigenous
populations and other stakeholders; availability and increasing
costs associated with mining inputs and labour; the speculative
nature of mineral exploration and development; title to
properties.; and the additional risks described in the
Company’s Annual Information Form for the year ended December
31, 2018 filed with the Canadian securities regulatory authorities
under the Company’s SEDAR profile at www.sedar.com, and in
the Company’s Annual Report on Form 40-F filed with the SEC
on EDGAR.
First Mining cautions that the foregoing list of factors that may
affect future results is not exhaustive. When relying on our
forward-looking statements to make decisions with respect to First
Mining, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events.
First Mining does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to
time by the Company or on our behalf, except as required by
law.
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Cautionary Note to United States Investors
This news release has been prepared in accordance with the
requirements of the securities laws in effect in Canada, which
differ from the requirements of U.S. securities laws. Unless
otherwise indicated, all resource and reserve estimates included in
this news release have been prepared in accordance with NI 43-101
and the Canadian Institute of Mining, Metallurgy, and Petroleum
2014 Definition Standards on Mineral Resources and Mineral
Reserves. NI 43-101 is a rule developed by the Canadian Securities
Administrators which establishes standards for all public
disclosure an issuer makes of scientific and technical information
concerning mineral projects. Canadian standards, including NI
43-101, differ significantly from the requirements of the SEC, and
mineral resource and reserve information contained herein may not
be comparable to similar information disclosed by U.S. companies.
In particular, and without limiting the generality of the
foregoing, the term "resource” does not equate to the term
"reserves”. Under U.S. standards, mineralization may not be
classified as a "reserve” unless the determination has been
made that the mineralization could be economically and legally
produced or extracted at the time the reserve determination is
made. The SEC's disclosure standards normally do not permit the
inclusion of information concerning "measured mineral
resources”, "indicated mineral resources” or "inferred
mineral resources” or other descriptions of the amount of
mineralization in mineral deposits that do not constitute
"reserves” by U.S. standards in documents filed with the SEC.
Investors are cautioned not to assume that any part or all of
mineral deposits in these categories will ever be converted into
reserves. U.S. investors should also understand that "inferred
mineral resources” have a great amount of uncertainty as to
their existence and great uncertainty as to their economic and
legal feasibility. It cannot be assumed that all or any part of an
"inferred mineral resource” will ever be upgraded to a higher
category. Under Canadian rules, estimated "inferred mineral
resources” may not form the basis of feasibility or
pre-feasibility studies except in rare cases. Investors are
cautioned not to assume that all or any part of an "inferred
mineral resource” exists or is economically or legally
mineable. Disclosure of "contained ounces” in a resource is
permitted disclosure under Canadian regulations; however, the SEC
normally only permits issuers to report mineralization that does
not constitute "reserves” by SEC standards as in-place
tonnage and grade without reference to unit measures. The
requirements of NI 43-101 for identification of "reserves”
are also not the same as those of the SEC, and reserves reported by
the Company in compliance with NI 43-101 may not qualify as
"reserves” under SEC standards. Accordingly, information
concerning mineral deposits set forth herein may not be comparable
with information made public by companies that report in accordance
with U.S. standards.
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