First Mining Gold Corp 6-K, filed Jul 2, 2020
First Mining Gold Corp. (FFMGF)
6-K
2020-07-02
For: 2020-07-01
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April 07, 2026
About this 6-K
First Mining Gold Corp filed this 6-K on July 2, 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
July 2020
Commission File Number: 000-55607
First Mining Gold
Corp.
(Translation of registrant's name into English)
(Translation of registrant's name into English)
Suite
2070, 1188 West Georgia Street, Vancouver, B.C., V6E
4A2
(Address of principal executive office)
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form
40-F.
Form 20-F [ ]
Form 40-F [ X ]
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): [ ]
SUBMITTED
HEREWITH
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Exhibits
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Press Release dated July 2,
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: July 2,
2020
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/s/ Samir
Patel
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Samir
Patel
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General Counsel and
Corporate Secretary
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Exhibit 99.1
NEWS RELEASE
First Mining Announces Closing of US$22.5 Million Funding by First
Majestic Silver to Advance the Springpole Gold Project
July 2, 2020 – Vancouver, Canada – First Mining Gold
Corp. (“First Mining” or the
“Company”) (TSX:
FF) (OTCQX: FFMGF)
(FRANKFURT: FMG) is pleased
to announce the closing of its previously announced transaction
with First Majestic Silver Corp. (“First Majestic”)
(TSX: FR) (NYSE: AG) to advance the Company’s 100%-owned
Springpole Gold Project (“Springpole” or the
“Project”) located in Ontario, Canada. Under the terms
of a silver purchase agreement (the “Agreement”) that
First Majestic has entered into with the Company, First Majestic
has agreed to pay First Mining total consideration of US$22.5
million, over three stages, for the right to purchase 50% of the
payable silver produced from Springpole for the life of the Project
(the “Stream”).
As
initial upfront consideration, First Majestic paid US$10 million to
First Mining on closing, with US$2.5 million paid in cash and the
remaining US$7.5 million paid in common shares of First Majestic
(the Company received 805,698 First Majestic shares) which are
subject to a statutory hold period of four months plus one day from
the closing date.
Additional
consideration payable for the Stream includes two further payments
(in cash and First Majestic shares) based on Project-related
milestones. Upon completion of a positive Pre-Feasibility Study
(“PFS”) for Springpole, First Mining will receive
US$7.5 million from First Majestic, with a further US$5 million
payable upon First Mining receiving approval of a Federal or
Provincial Environmental Assessment for the Project. Further
details relating to the transaction and the terms of the Agreement
with First Majestic are provided in the Company’s news
release dated June 11,
2020.
The
proceeds received by First Mining will be used to advance
Springpole through the PFS and the Environmental Assessment
processes, and to fund general corporate expenses. Field personnel
returned to the Project site in June 2020 to continue environmental
and geotechnical data collection efforts. The Springpole camp is
operating under a strict COVID-19 risk mitigation policy
incorporating recommendations set by the Government of Canada and
the Government of Ontario. All employees and contractors at
Springpole are subject to heightened health and safety standards in
accordance with this risk mitigation policy.
Qualified Person
Hazel
Mullin, P.Geo., Director, Data Management and Technical Services of
First Mining, is a “Qualified Person” for the purposes
of National Instrument 43-101 Standards of Disclosure for Mineral
Projects (“NI 43-101”), and she has reviewed and
approved the scientific and technical disclosure contained in this
news release.
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Springpole Gold Project
Springpole is one of the largest undeveloped open pit gold
assets in Canada, with permitting and a Pre-Feasibility Study
underway. The Project covers 41,943 hectares in northwestern
Ontario, located approximately 110 kilometres northeast of Red
Lake. Springpole currently hosts 4.67 million ounces gold in the
Indicated category and 0.23 million ounces gold in the Inferred
category, and the results of a Preliminary Economic Assessment study
published in 2019 (“PEA”) showcased the Project’s
size and scale. The study highlights an open pit mine and milling
process with the potential to produce an average of 410,000 ounces
of gold annually when in production (years two to nine). First
Mining acquired the Project in November 2015 through its
acquisition of Gold Canyon Resources Inc.
For
additional details, including a description of data verification
and QA/QC procedures, refer to the technical report titled
“Preliminary Economic Assessment Update for the Springpole
Gold Project, Ontario, Canada”, dated November 5, 2019, which
was prepared for First Mining by SRK Consulting (Canada) Inc. in
accordance with NI 43-101, and which is available under First
Mining’s SEDAR profile at www.sedar.com. First Mining notes that the
PEA is preliminary in nature, in that it includes inferred mineral
resources that are considered too speculative geologically to have
the economic considerations applied to them that would enable them
to be categorized as mineral reserves, and that there is no
certainty that the PEA will be realized.
About First Mining Gold Corp.
First
Mining is a Canadian gold developer focused on the development and
permitting of the Springpole Gold Project in northwestern Ontario.
Springpole is one of the
largest undeveloped gold projects in Canada, currently hosting a
mineral resource base of 4.67 million ounces of gold in the
Indicated category and 0.23 million ounces of gold in the Inferred
category. A Pre-Feasibility Study is underway, with completion
targeted in early 2021, and permitting is on-going with submission
of the Environmental Impact Statement (EIS) targeted for 2021. The
Company is also in the process of closing its announced transaction with Treasury Metals
Inc., after which it will hold a large equity position in Treasury
that is advancing the Goliath-Goldlund gold project towards
construction. First Mining’s eastern Canadian property
portfolio also includes Pickle Crow (being advanced in partnership with Auteco
Minerals Ltd.), Cameron,
Hope Brook, Duparquet, Duquesne, and Pitt.
First
Mining was created in 2015 by Mr. Keith Neumeyer, founding
President and CEO of First Majestic Silver Corp.
ON BEHALF OF FIRST MINING GOLD CORP.
Daniel
W. Wilton
Chief Executive Officer and Director
For further information, please contact:
Spiros
Cacos | Vice
President, Investor Relations
Direct:
+1 604 639 8825 | Toll Free: 1 844 306
8827 |
Email: info@firstmininggold.com
www.firstmininggold.com
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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)
additional consideration being received by First Mining under the
terms of the Agreement upon the completion of a PFS for Springpole
and upon receipt of a Federal or Provincial Environmental
Assessment for the Project, and the timing of the Company receiving
such additional consideration; (ii) the Company using the proceeds
received under the transaction with First Majestic to advance
Springpole through the PFS and the Environmental Assessment
processes, and for general corporate expenses; (iii) the
Company’s focus on developing and permitting Springpole;(iv)
the potential for Springpole to produce an average of 410,000
ounces of gold annually when in production (years two to nine);
(v) timing for the completion of a PFS for
Springpole; (vi) timing for the submission of an Environmental
Impact Statement for Springpole; (vii) closing of the transaction
with Treasury Metals Inc. and the Company holding a large equity
position in Treasury Metals Inc. after closing; and (viii)
realizing the value of the Company’s gold projects for the
Company’s shareholders. All forward-looking statements are
based on First Mining's or its consultants' current beliefs as well
as various assumptions made by them and information currently
available to them. There can be no assurance that such statements
will prove to be accurate, and actual results and future events
could differ materially from those anticipated in such statements.
Forward-looking statements reflect the beliefs, opinions and
projections on the date the statements are made and are based upon
a number of assumptions and estimates that, while considered
reasonable by the respective parties, are inherently subject to
significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors, both known and
unknown, could cause actual results, performance or achievements to
be materially different from the results, performance or
achievements that are or may be expressed or implied by such
forward-looking statements and the parties have made assumptions
and estimates based on or related to many of these factors. Such
factors include, without limitation: fluctuations in the spot and
forward price of gold, silver, base metals or certain other
commodities; fluctuations in the currency markets (such as the
Canadian dollar versus the U.S. dollar); changes in national and
local government, legislation, taxation, controls, regulations and
political or economic developments; risks and hazards associated
with the business of mineral exploration, development and mining
(including environmental hazards, industrial accidents, unusual or
unexpected formations, pressures, cave-ins and flooding); the
presence of laws and regulations that may impose restrictions on
mining; employee relations; relationships with and claims by local
communities, indigenous populations and other stakeholders;
availability and increasing costs associated with mining inputs and
labour; the speculative nature of mineral exploration and
development; title to properties.; and the additional risks
described in the Company’s Annual Information Form for the
year ended December 31, 2019 filed with the Canadian securities
regulatory authorities under the Company’s SEDAR profile at
www.sedar.com, and in the Company’s Annual Report on Form
40-F filed with the SEC on EDGAR.
First Mining cautions that the foregoing list of factors that may
affect future results is not exhaustive. When relying on our
forward-looking statements to make decisions with respect to First
Mining, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events.
First Mining does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to
time by the Company or on our behalf, except as required by
law.
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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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