First Mining Gold Corp 6-K, filed Feb 18, 2020
First Mining Gold Corp. (FFMGF)
6-K
2020-02-18
For: 2020-02-18
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About this 6-K
First Mining Gold Corp filed this 6-K on February 18, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of
February 2020
Commission File Number: 000-55607
First Mining Gold
Corp.
(Translation of registrant's name into English)
(Translation of registrant's name into English)
Suite
1800, 925 West Georgia
Street, Vancouver, B.C., V6C3L2
(Address of principal executive office)
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form
40-F.
Form 20-F [ ]
Form 40-F [ X ]
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): [ ]
SUBMITTED
HEREWITH
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Exhibits
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Press Release dated February 18,
2020
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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First Mining Gold
Corp.
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(Registrant)
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Date: February 18, 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
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
NEWS RELEASE
First Mining’s Partner, Auteco Minerals, Increases Land
Package
at the Pickle Crow Gold Project
February 18, 2020 – Vancouver, BC – First Mining Gold
Corp. (“First Mining” or the
“Company”) (TSX: FF) (OTCQX: FFMGF) (FRANKFURT:
FMG) is pleased to announce that its partner, Auteco Minerals Ltd
(“Auteco”) (ASX: AUT), has increased its landholding
near the Pickle Crow Gold Project (“Pickle Crow” or the
“Project”). Auteco staked an additional 130
km2 of
land contiguous to Pickle Crow, increasing the combined
property’s land package to over 320 km2.
Dan
Wilton, CEO of First Mining, stated “We are pleased to see
such quick progress being made by the Auteco team to advance the
regional potential of Pickle Crow. The team has added vacant,
underexplored and prospective greenstone belt to the property,
securing more than 30 km of strike length in a past-producing,
high-grade gold district. We are excited about our partnership with
Auteco, an accomplished group with a strong technical team and
track record of generating value through exploration
success.”
Ray
Shorrocks, Auteco’s Executive Chairman, stated “The
exploration team at Auteco is looking forward to getting started on
the Pickle Crow asset and the Auteco management team is currently
in Ontario establishing relationships with the key stakeholders and
readying for the commencement of exploration at the property. We
look forward to keeping the market updated as work
progresses.”
First
Mining entered into a binding term sheet with Auteco on
January
27, 2020 whereby Auteco may earn up to an 80% interest in
Pickle Crow. 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.
Upon completion of the second stage of the earn-in (at which time
Auteco would have a 70% interest in the Project), First Mining will
be granted a 2% Net Smelter Returns (“NSR”) Royalty, 1%
of which can be bought back for US$2.5 million. Further details are
set out in the announcement news release available here.
First
Mining has a right of first refusal over the increased landholding
that has been staked by Auteco, with the option to allow some or
all of the increased landholding to form part of the joint venture
on Pickle Crow once formed.
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.
A map
showing the Project boundary and the additional ground staked by
Auteco can be viewed at:
https://www.firstmininggold.com/_resources/maps/2020-02-FF-NR-Pickle-Crow-Land-Tenure.pdf
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.
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) the timing for Auteco commencing exploration
work at the 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.
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.