First Mining Gold Corp 6-K, filed Aug 12, 2025
First Mining Gold Corp. (FFMGF)
About this 6-K
First Mining Gold Corp filed this 6-K on August 12, 2025.
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 August 2025
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 ☒
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): ☐
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 |
|
| ||
|
| Management’s Discussion & Analysis for the three and six months ended June 30, 2025 | |
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| ||
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| 2 |
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: August 11, 2025 |
| /s/ Darren Prins |
|
|
|
| Darren Prins |
|
|
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| Interim Chief Financial Officer |
|
| 3 |
EXHIBIT INDEX
| Exhibits |
| Description |
|
| ||
|
| Management’s Discussion & Analysis for the three and six months ended June 30, 2025 | |
|
| ||
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| 4 |
EXHIBIT 99.1
First Mining Gold Corp.
Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(Presented in thousands of Canadian dollars unless otherwise noted)
(Unaudited)
FIRST MINING GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT JUNE 30, 2025 AND DECEMBER 31, 2024
| (Unaudited - Presented in thousands of Canadian dollars unless otherwise noted)
|
|
|
| June 30, 2025 |
|
| December 31, 2024 |
| ||
|
|
|
|
|
|
|
| ||
| Assets |
|
|
|
|
|
| ||
| Current |
|
|
|
|
|
| ||
| Cash and cash equivalents |
| $ | 5,190 |
|
| $ | 11,351 |
|
| Assets held for sale (Note 3) |
|
| 3,102 |
|
|
| - |
|
| Marketable securities (Note 4) |
|
| 587 |
|
|
| 2,388 |
|
| Prepaid expenses and other receivables (Note 5) |
|
| 867 |
|
|
| 1,320 |
|
| Total current assets |
|
| 9,746 |
|
|
| 15,059 |
|
|
|
|
|
|
|
|
|
|
|
| Non-current |
|
|
|
|
|
|
|
|
| Mineral properties (Note 6) |
|
| 262,532 |
|
|
| 256,059 |
|
| Investment in PC Gold Inc. (Note 7) |
|
| 21,524 |
|
|
| 21,527 |
|
| Property and equipment |
|
| 1,758 |
|
|
| 1,923 |
|
| Other assets |
|
| 244 |
|
|
| 284 |
|
| Total non-current assets |
|
| 286,058 |
|
|
| 279,793 |
|
| TOTAL ASSETS |
| $ | 295,804 |
|
| $ | 294,852 |
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
|
| Current |
|
|
|
|
|
|
|
|
| Accounts payable and accrued liabilities (Note 9) |
| $ | 3,384 |
|
| $ | 7,162 |
|
| Current portion of lease liability |
|
| 73 |
|
|
| 46 |
|
| Flow-through share premium liability (Note 10) |
|
| 336 |
|
|
| 977 |
|
| Provision for environmental remediation (Note 6(b)) |
|
| 2,117 |
|
|
| 1,756 |
|
| Option – PC Gold (Note 7) |
|
| 3,974 |
|
|
| 3,974 |
|
| Current portion of other liabilities |
|
| 192 |
|
|
| 400 |
|
| Total current liabilities |
|
| 10,076 |
|
|
| 14,315 |
|
|
|
|
|
|
|
|
|
|
|
| Non-current |
|
|
|
|
|
|
|
|
| Lease liability |
|
| 137 |
|
|
| 175 |
|
| Provision for environmental remediation (Note 6) |
|
| 1,279 |
|
|
| 1,279 |
|
| Pickle Crow reclamation liability (Note 7) |
|
| 151 |
|
|
| 151 |
|
| Silver Stream derivative liability (Note 8) |
|
| 61,027 |
|
|
| 34,414 |
|
| Other liabilities |
|
| - |
|
|
| 76 |
|
| Total non-current liabilities |
|
| 62,594 |
|
|
| 36,095 |
|
| TOTAL LIABILITIES |
| $ | 72,670 |
|
| $ | 50,410 |
|
|
|
|
|
|
|
|
|
|
|
| SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
| Share capital (Note 11) |
| $ | 374,123 |
|
| $ | 373,630 |
|
| Warrant and share-based payment reserve (Note 11) |
|
| 59,469 |
|
|
| 57,113 |
|
| Accumulated other comprehensive loss |
|
| (5,466 | ) |
|
| (5,406 | ) |
| Accumulated deficit |
|
| (204,992 | ) |
|
| (180,895 | ) |
| Total shareholders’ equity |
|
| 223,134 |
|
|
| 244,442 |
|
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
| $ | 295,804 |
|
| $ | 294,852 |
|
| Nature of Operations (Note 1) Subsequent Events (Note 16) |
|
|
|
|
|
|
|
|
The condensed interim 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.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| (Unaudited - Presented in thousands of Canadian dollars unless otherwise noted)
|
|
|
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
|
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| OPERATING EXPENSES (Note 12) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| General and administration |
| $ | 1,220 |
|
| $ | 945 |
|
| $ | 2,348 |
|
| $ | 2,198 |
|
| Exploration and evaluation |
|
| 225 |
|
|
| 179 |
|
|
| 435 |
|
|
| 400 |
|
| Investor relations and marketing communications |
|
| 507 |
|
|
| 316 |
|
|
| 929 |
|
|
| 700 |
|
| Corporate development and due diligence |
|
| 174 |
|
|
| 175 |
|
|
| 410 |
|
|
| 449 |
|
| Impairment of non-current assets (Note 6(b)) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 11,955 |
|
| Loss from operational activities |
|
| (2,126 | ) |
|
| (1,615 | ) |
|
| (4,122 | ) |
|
| (15,702 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OTHER ITEMS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest and other income |
|
| (64 | ) |
|
| (246 | ) |
|
| (94 | ) |
|
| (503 | ) |
| (Gain)/loss on sale of marketable securities |
|
| (252 | ) |
|
| 13 |
|
|
| (285 | ) |
|
| 13 |
|
| Foreign exchange (gain)/loss |
|
| 205 |
|
|
| (32 | ) |
|
| 199 |
|
|
| (108 | ) |
| Other (income)/expenses |
|
| 23 |
|
|
| (105 | ) |
|
| 48 |
|
|
| 89 |
|
| Fair value loss on Silver Stream liability (Note 8) |
|
| 3,499 |
|
|
| 10,985 |
|
|
| 20,745 |
|
|
| 14,886 |
|
| Loss before income taxes |
| $ | (5,537 | ) |
| $ | (12,230 | ) |
| $ | (24,735 | ) |
| $ | (30,079 | ) |
| Deferred income tax recovery |
|
| 528 |
|
|
| 442 |
|
|
| 641 |
|
|
| 609 |
|
| Equity gain/(loss) and fair value adjustment of equity accounted investments (Note 7) |
|
| (1 | ) |
|
| 1,224 |
|
|
| (3 | ) |
|
| 605 |
|
| Net loss for the period |
| $ | (5,010 | ) |
| $ | (10,564 | ) |
| $ | (24,097 | ) |
| $ | (28,865 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OTHER COMPREHENSIVE LOSS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Items that will not be reclassified to net (income)/ loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value gain/(loss) on marketable securities |
|
| 8 |
|
|
| (230 | ) |
|
| (60 | ) |
|
| (388 | ) |
| Other comprehensive income/(loss) |
|
| 8 |
|
|
| (230 | ) |
|
| (60 | ) |
|
| (388 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss and comprehensive loss for the period |
| $ | (5,002 | ) |
| $ | (10,794 | ) |
| $ | (24,157 | ) |
| $ | (29,253 | ) |
| Loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and Diluted |
| $ | (0.00 | ) |
| $ | (0.01 | ) |
| $ | (0.02 | ) |
| $ | (0.03 | ) |
| Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
| 1,083,070,076 |
|
|
| 926,731,488 |
|
|
| 1,081,657,364 |
|
|
| 922,235,196 |
|
| Diluted |
|
| 1,083,118,236 |
|
|
| 926,731,488 |
|
|
| 1,084,874,124 |
|
|
| 922,554,906 |
|
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 2 |
FIRST MINING GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| (Unaudited - Presented in thousands of Canadian dollars unless otherwise noted) |
|
|
| Six months ended June 30, |
| |||||
|
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
|
| ||
| Cash flows from operating activities |
|
|
|
|
|
| ||
| Net loss for the period |
| $ | (24,097 | ) |
| $ | (28,865 | ) |
| Adjustments for non-cash items: |
|
|
|
|
|
|
|
|
| Share-based payments (Note 11) |
|
| 880 |
|
|
| 907 |
|
| Depreciation |
|
| 241 |
|
|
| 246 |
|
| (Gain)/loss on sale of marketable securities |
|
| (285 | ) |
|
| 13 |
|
| Impairment of non-current asset (Note 6(b)) |
|
| - |
|
|
| 11,955 |
|
| Gain on investment reclassification |
|
| - |
|
|
| (145 | ) |
| Fair value loss on Silver Stream derivative liability (Note 8) |
|
| 20,745 |
|
|
| 14,886 |
|
| Accrued interest receivable |
|
| (3 | ) |
|
| (82 | ) |
| Other income |
|
| (73 | ) |
|
| (5 | ) |
| Unrealized foreign exchange loss/(gain) |
|
| 244 |
|
|
| (108 | ) |
| Deferred income tax recovery |
|
| (641 | ) |
|
| (609 | ) |
| Shares issued for marketing service |
|
| 38 |
|
|
| - |
|
| Equity loss/(gain) and fair value adjustment of equity accounted investments |
|
| 3 |
|
|
| (605 | ) |
| Operating cash flows before movements in working capital |
|
| (2,948 | ) |
|
| (2,412 | ) |
| Net change in non-cash working capital items: |
|
|
|
|
|
|
|
|
| (Increase)/decrease in accounts and other receivables |
|
| 424 |
|
|
| (4 | ) |
| Decrease in prepaid expenses |
|
| 92 |
|
|
| 141 |
|
| Decrease in accounts payables and accrued liabilities |
|
| (488 | ) |
|
| (170 | ) |
| Total cash used in operating activities |
| $ | (2,920 | ) |
| $ | (2,445 | ) |
| Cash flows from investing activities |
|
|
|
|
|
|
|
|
| Mineral property expenditures (Note 6) |
|
| (11,720 | ) |
|
| (9,350 | ) |
| Proceeds from sale of marketable securities and investments (Note 4) |
|
| 2,026 |
|
|
| 3,228 |
|
| Property and equipment purchases |
|
| (36 | ) |
|
| (160 | ) |
| Cash expended in acquisition of mineral properties |
|
| (400 | ) |
|
| (100 | ) |
| Total cash used in investing activities |
| $ | (10,130 | ) |
| $ | (6,382 | ) |
| Cash flows from financing activities |
|
|
|
|
|
|
|
|
| Proceeds from private placement |
|
| - |
|
|
| 6,950 |
|
| Share issuance cost (Note 11(b)) |
|
| - |
|
|
| 9 |
|
| Repayment of lease liability |
|
| (11 | ) |
|
| (71 | ) |
| Finance costs paid for lease liability |
|
| (11 | ) |
|
| (13 | ) |
| Cash received from Silver Stream |
|
| 7,155 |
|
|
| - |
|
| Total cash provided by financing activities |
| $ | 7,133 |
|
| $ | 6,875 |
|
| Foreign exchange effect on cash |
|
| (244 | ) |
|
| 109 |
|
| Change in cash and cash equivalents |
|
| (6,161 | ) |
|
| (1,843 | ) |
| Cash and cash equivalents, beginning |
|
| 11,351 |
|
|
| 12,211 |
|
| Cash and cash equivalents, ending |
| $ | 5,190 |
|
| $ | 10,368 |
|
| Cash |
|
| 5,021 |
|
|
| 8,045 |
|
| Term deposits |
|
| 169 |
|
|
| 2,323 |
|
| Cash and cash equivalents, ending |
| $ | 5,190 |
|
| $ | 10,368 |
|
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 3 |
FIRST MINING GOLD CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| (Unaudited - Presented in thousands of Canadian dollars, except share and per share amounts) |
|
|
| Number of common shares |
|
| Share capital |
|
| Warrant reserve |
|
| Share-based payment reserve |
|
| Accumulated other comprehensive loss |
|
| Accumulated deficit |
|
| Total |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Balance as at December 31, 2023 |
|
| 916,414,375 |
|
| $ | 354,913 |
|
| $ | 26,453 |
|
| $ | 27,170 |
|
| $ | (4,561 | ) |
| $ | (165,581 | ) |
| $ | 238,394 |
|
| Proceeds from private placement |
|
| 41,212,121 |
|
|
| 6,950 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 6,950 |
|
| Shares issued for finders’ fee |
|
| 2,740,376 |
|
|
| 345 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 345 |
|
| Share issuance costs |
|
| - |
|
|
| (404 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (404 | ) |
| Flow-through share premium liability |
|
| - |
|
|
| (1,798 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (1,798 | ) |
| Shares issuance on acquisition of mineral properties and property, plant and equipment (Note 6,8) |
|
| 2,769,156 |
|
|
| 428 |
|
|
| - |
|
|
| (198 | ) |
|
| - |
|
|
| - |
|
|
| 230 |
|
| Settlement of restricted share units |
|
| 223,334 |
|
|
| 73 |
|
|
| - |
|
|
| (73 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
| Share-based payments |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,262 |
|
|
| - |
|
|
| - |
|
|
| 1,262 |
|
| Loss for the period |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (28,865 | ) |
|
| (28,865 | ) |
| Other comprehensive loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (388 | ) |
|
| - |
|
|
| (388 | ) |
| Balance as at June 30, 2024 |
|
| 963,359,362 |
|
| $ | 360,507 |
|
| $ | 26,453 |
|
| $ | 28,161 |
|
| $ | (4,949 | ) |
| $ | (194,446 | ) |
| $ | 215,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance as at December 31, 2024 |
|
| 1,079,863,747 |
|
| $ | 373,630 |
|
| $ | 28,099 |
|
| $ | 29,014 |
|
| $ | (5,406 | ) |
| $ | (180,895 | ) |
| $ | 244,442 |
|
| Shares issued for Springpole purchase option extension |
|
| 1,000,000 |
|
|
| 135 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 135 |
|
| Shares issued for marketing service |
|
| 818,000 |
|
|
| 115 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 115 |
|
| Silver Stream warrant revaluation |
|
| - |
|
|
| - |
|
|
| 1,287 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,287 |
|
| PSU reassessment for 2022 grant |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (180 | ) |
|
| - |
|
|
| - |
|
|
| (180 | ) |
| Settlement of restricted share units |
|
| 1,194,796 |
|
|
| 135 |
|
|
| - |
|
|
| (135 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
| Settlement of performance share units |
|
| 455,000 |
|
|
| 108 |
|
|
| - |
|
|
| (108 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
| Share-based payments |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,492 |
|
|
| - |
|
|
| - |
|
|
| 1,492 |
|
| Loss for the period |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (24,097 | ) |
|
| (24,097 | ) |
| Other comprehensive loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (60 | ) |
|
| - |
|
|
| (60 | ) |
| Balance as at June 30, 2025 |
|
| 1,083,331,543 |
|
| $ | 374,123 |
|
| $ | 29,386 |
|
| $ | 30,083 |
|
| $ | (5,466 | ) |
| $ | (204,992 | ) |
| $ | 223,134 |
|
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
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - 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 and changed its name to First Mining Gold Corp. in January 2018.
First Mining is advancing a portfolio of gold projects in Canada, with the most advanced projects being the Springpole Gold Project in northwestern Ontario and the Duparquet Gold Project in the Abitibi region of Québec. First Mining’s portfolio of gold projects in eastern Canada also includes the Cameron Project. In addition, the Company holds a 30% interest in PC Gold Inc., the legal entity which holds the Pickle Crow Gold Project, which is being advanced by FireFly Metals Ltd. (“FireFly Metals”), and a 20% direct project interest in the Hope Brook Project until July 31, 2025 (Note 16(b)).
The Company’s unaudited condensed interim consolidated financial statements (“financial statements”) have been prepared on a going concern basis, which contemplates that the Company will be able to continue its operations for at least twelve months from June 30, 2025 and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has not generated revenue from operations to date and will require additional financing or outside participation to undertake further advanced exploration of its mineral properties.
| 5 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
2. BASIS OF PRESENTATION
These financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) applicable to the preparation of interim financial statements under International Accounting Standard 34 Interim Financial Reporting. These financial statements do not include all disclosures required for annual financial statements. Accordingly, they should be read in conjunction with the Company’s audited financial statements for the years ended December 31, 2024 and 2023.
The financial statements are presented in thousands of Canadian dollars, unless otherwise noted, and tabular amounts are presented in thousands of Canadian dollars. These consolidated financial statements include the accounts of the Company and its subsidiaries. The functional currency of the Company and its subsidiaries is the Canadian dollar.
In preparing the Company’s financial statements for the three and six months ended June 30, 2025, the Company used the consistent accounting policies, methods of computation and accounting policy judgments and estimates as in the annual consolidated financial statements for the year ended December 31, 2024. Additionally, the areas of estimation uncertainty remain unchanged from those disclosed in the annual consolidated financial statements.
Certain new accounting standards and interpretations have been published that are either applicable in the current year or not mandatory for the current period. We have assessed these standards, including Amendments to IAS 1 - Non-current Liabilities with Covenants, and determined they do not have a material impact on the Company in the current reporting period. In addition, the following standards have been issued by the International Accounting Standards Board (“IASB”) and we are currently assessing the impact on our consolidated financial statements.
|
| · | Amendments to the Classification and Measurement of Financial Instruments (IFRS 9 and IFRS 7) with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2026. |
|
| · | IFRS 18 Presentation and Disclosure in Financial Statements with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2027. |
No standards have been early adopted in the current period. The Company is still assessing whether any of the new standards are expected to have a material impact on its consolidated financial statements.
The accounts of material subsidiaries are prepared for the same reporting period as the parent company. All subsidiaries apply consistent accounting policies. Inter-company transactions, balances and unrealized gains or losses on transactions are eliminated. The following table highlights the Company’s material subsidiaries with their projects:
| Name of the subsidiary |
| Ownership Percentage |
| Project |
| Location |
| Gold Canyon Resources Inc. |
| 100% |
| Springpole Gold Project (“Springpole”) Birch-Uchi Projects (“Birch-uchi”) |
| Northwestern Ontario, Canada |
| Duparquet Gold Mines Inc. |
| 100% |
| Duparquet Gold Project (“Duparquet”) Central Duparquet (“Duparquet”) Duquesne Gold Project (“Duquesne”) Pitt Gold Project (“Pitt”) |
| Québec, Canada |
These financial statements were approved by the Board of Directors on August 11, 2025.
| 6 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
3. ASSETS HELD FOR SALE
As at June 30, 2025, the Company classified the remaining 20% ownership of the Hope Brook Project as held for sale. Subsequent to June 30, 2025, the Company completed the sale of its 20% ownership stake to Big Ridge Gold Corp for consideration of $3 million in cash and 7 million common shares of Big Ridge (Note16(b)).
4. MARKETABLE SECURITIES
The Company’s marketable securities are classified as FVTOCI and are carried at fair value. The movements in marketable securities during the six months ended June 30, 2025 and year ended December 31, 2024 are summarized as follows:
|
|
| FVTOCI |
| |
| Balance as at December 31, 2023 |
| $ | 263 |
|
| Additions |
|
| 3,402 |
|
| Disposals |
|
| (432 | ) |
| Loss recorded in other comprehensive loss |
|
| (845 | ) |
| Balance as at December 31, 2024 |
| $ | 2,388 |
|
| Disposals |
|
| (2,026 | ) |
| Gain on sale of marketable securities |
|
| 285 |
|
| Loss recorded in other comprehensive loss |
|
| (60 | ) |
| Balance as at June 30, 2025 |
| $ | 587 |
|
The Company owns securities of publicly traded companies. The investments where the Company does not have significant influence are classified as marketable securities which are designated as FVTOCI.
As at June 30, 2025, the Company held common shares of NexGold Mining Corp., Grid Metals Corp. and Patriot Lithium Limited.
5. PREPAID EXPENSES AND OTHER RECEIVABLES
|
|
| June 30, 2025 |
|
| December 31, 2024 |
| ||
| GST and HST receivables |
| $ | 375 |
|
| $ | 694 |
|
| Other receivables |
|
| 6 |
|
|
| 111 |
|
| Prepaid expenses |
|
| 486 |
|
|
| 515 |
|
|
|
| $ | 867 |
|
| $ | 1,320 |
|
| 7 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
6. MINERAL PROPERTIES
As at June 30, 2025 and December 31, 2024, the Company had the following mineral properties:
|
|
| Springpole |
|
| Birch-Uchi |
|
| Duparquet (Note 6(a)) |
|
| Cameron |
|
| Hope Brook (Note 6(b)) |
|
| Total |
| ||||||
| Balance as at December 31, 2024 |
| $ | 154,237 |
|
| $ | 10,446 |
|
| $ | 55,212 |
|
| $ | 33,066 |
|
| $ | 3,098 |
|
| $ | 256,059 |
|
| Concessions, taxes, and royalties |
|
| 757 |
|
|
| - |
|
|
| 46 |
|
|
| 14 |
|
|
| 4 |
|
|
| 821 |
|
| Salaries and share-based payments |
|
| 1,272 |
|
|
| 213 |
|
|
| 860 |
|
|
| 47 |
|
|
| - |
|
|
| 2,392 |
|
| Drilling, exploration, and technical consulting |
|
| 99 |
|
|
| (9 | ) |
|
| 1,233 |
|
|
| 2 |
|
|
| - |
|
|
| 1,325 |
|
| Environmental, assaying, and field supplies |
|
| 3,323 |
|
|
| 69 |
|
|
| 585 |
|
|
| 10 |
|
|
| - |
|
|
| 3,987 |
|
| Travel and other expenses |
|
| 573 |
|
|
| 26 |
|
|
| 89 |
|
|
| 1 |
|
|
| - |
|
|
| 689 |
|
| Total Expenditures |
| $ | 6,024 |
|
| $ | 299 |
|
| $ | 2,813 |
|
| $ | 74 |
|
| $ | 4 |
|
| $ | 9,214 |
|
| Environmental remediation |
|
| - |
|
|
| - |
|
|
| 361 |
|
|
| - |
|
|
| - |
|
|
| 361 |
|
| Reclassification to assets held for sale (Note 3) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (3,102 | ) |
|
| (3,102 | ) |
| Balance as at June 30, 2025 |
| $ | 160,261 |
|
| $ | 10,745 |
|
| $ | 58,386 |
|
| $ | 33,140 |
|
| $ | - |
|
| $ | 262,532 |
|
|
|
| Springpole |
|
| Birch-Uchi (Note 5(a)) |
|
| Duparquet (Note 5(b)) |
|
| Cameron |
|
| Hope Brook (Note 6(b)) |
|
| Total |
| ||||||
| Balance as at December 31, 2023 |
| $ | 138,957 |
|
| $ | 7,987 |
|
| $ | 48,591 |
|
| $ | 32,848 |
|
| $ | 15,851 |
|
| $ | 244,234 |
|
| Acquisition |
|
| - |
|
|
| 449 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 449 |
|
| Concessions, taxes, and royalties |
|
| 374 |
|
|
| - |
|
|
| 41 |
|
|
| 23 |
|
|
| - |
|
|
| 438 |
|
| Salaries and share-based payments |
|
| 1,899 |
|
|
| 775 |
|
|
| 1,385 |
|
|
| 123 |
|
|
| - |
|
|
| 4,182 |
|
| Drilling, exploration, and technical consulting |
|
| 1,140 |
|
|
| 789 |
|
|
| 1,817 |
|
|
| 18 |
|
|
| - |
|
|
| 3,764 |
|
| Environmental, assaying, and field supplies |
|
| 10,583 |
|
|
| 337 |
|
|
| 1,773 |
|
|
| 48 |
|
|
| 2 |
|
|
| 12,743 |
|
| Travel and other expenses |
|
| 1,284 |
|
|
| 109 |
|
|
| 177 |
|
|
| 6 |
|
|
| - |
|
|
| 1,576 |
|
| Total Expenditures |
| $ | 15,280 |
|
| $ | 2,459 |
|
| $ | 5,193 |
|
| $ | 218 |
|
| $ | 2 |
|
| $ | 23,152 |
|
| Tax recovery and option payments received |
|
| - |
|
|
| - |
|
|
| (107 | ) |
|
| - |
|
|
| (800 | ) |
|
| (907 | ) |
| Impairment |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (11,955 | ) |
|
| (11,955 | ) |
| Environmental remediation |
|
| - |
|
|
| - |
|
|
| 1,535 |
|
|
| - |
|
|
| - |
|
|
| 1,535 |
|
| Balance as at December 31, 2024 |
| $ | 154,237 |
|
| $ | 10,446 |
|
| $ | 55,212 |
|
| $ | 33,066 |
|
| $ | 3,098 |
|
| $ | 256,059 |
|
| 8 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
6. MINERAL PROPERTIES (continued)
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, the most significant of which are discussed below.
a) Duparquet Project
As at June 30, 2025, the Company’s provision for environmental remediation activities is $3,396,000 (December 31, 2024 - $3,035,000). The environmental remediation includes site preparation, construction of a storage area, construction of an access road, excavation and transportation of mining material, and site restoration and rehabilitation of the storage area. The Company has been working with the Ministry of Environment, the Fight Against Climate Change, Wildlife and Parks (“MELCCFP”) and submitted a permit to start work in 2025. The environmental remediation estimate is based on the current work plan. During the period ended June 30, 2025, the Company recorded an increase in estimated remediation costs of $361,000 (year ended December 31, 2024 - $1,535,000). The final environmental remediation cost may vary depending on feedback received from MELCCFP and the execution of the work.
b) Hope Brook Project
First Mining owns a 20% interest in the Hope Brook Gold Project as of June 30, 2025. First Mining’s joint venture partner is Big Ridge Gold Corp. (“Big Ridge”) who owns the remaining 80% of the Hope Brook Project and is the current operator. As at June 30, 2025, the Company’s interest in this project has been reclassified as assets held for sale (Note 3).
7. INVESTMENT IN PC GOLD INC.
Pursuant to a definitive Earn-in agreement (“Earn-in”) the Company and FireFly Metals executed on March 12, 2020, comprised of two stages, on June 9, 2021, the Company announced completion of the Stage 1 earn-in and accordingly FireFly Metals obtained a 51% ownership of the PC Gold legal entity. First Mining received the scheduled 100,000,000 FireFly Metals shares and executed the joint venture shareholders agreement.
Following the completion of the Stage 1 earn-in by FireFly Metals, the Company’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.
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. Upon the completion of the Stage 2 earn-in by FireFly Metals in August 2021, the Company’s percentage ownership reduced from 49% to 30%.
The initial recognition of the investment in an 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. As at June 30, 2025, the Company owns a 30% interest in PC Gold Inc. and maintains significant influence, which requires the investment to be accounted for using equity accounting.
As at June 30, 2025, the carrying value of the investment in PC Gold Inc. was $21,524,000 (December 31, 2024 - $21,527,000).
The subsequent equity accounting for PC Gold is based on audited results that are publicly available information for the year ended June 30, 2024, and on the unaudited year ended June 30, 2025.
| 9 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
7. INVESTMENT IN PC GOLD INC. (continued)
As at June 30, 2025, the Company has recorded an option liability of $3,974,000 (December 31, 2024 - $3,974,000), which represents the additional net dilution that would result from FireFly Metals completing its additional 10% equity interest in PC Gold Inc. Following receipt of $3,000,000 under this option, First Mining’s ownership would reduce to 20%. The FireFly Metals Earn-In Agreement requires First Mining to contribute its pro-rata share of environmental reclamation funding, which was 30% as at June 30, 2025.
As at June 30, 2025, the Company has recorded a liability for reclamation funding of $151,000 (December 31, 2024 - $151,000), which is in line with FireFly Metals’ estimate of the environmental reclamation provision.
8. 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 (subsequently adjusted to 32 million common share purchase warrants in accordance with the terms of the Silver Purchase Agreement).
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 (subsequently re-priced to $0.374 in accordance with the terms of the Silver Purchase Agreement). The fair value of warrants is determined using Black-Scholes option pricing model.
First Mining has the right to repurchase 50% of the Silver Stream for US$22.5 million (approximately $30.7 million as at June 30, 2025) at any time prior to the commencement of production at Springpole (the “Buy-Back Right”). A Monte Carlo simulation was performed to evaluate the buy-back option under the Silver Stream agreement.
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 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”). The final tranche (“Tranche 3”) of US$5.0 million ($6.5 million) is payable by First Majestic upon First Mining receiving approval of a federal or provincial environmental assessment for the Springpole Gold Project, which is to be paid half in cash and half in shares of First Majestic. Please refer to the details of the amending agreement below.
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. If, upon expiration of the term of the Silver Purchase Agreement, the Company has not sold to First Majestic an amount of silver sufficient to reduce the Advance Payment to $nil, then a refund of the uncredited balance, without interest shall be due and owing by the Company to First Majestic.
The silver delivered to First Majestic may be sourced from the Springpole Gold Project, or the Company may substitute any required refined silver with refined silver from a source other than the Springpole Gold Project, with the exception of silver purchased on a commodity exchange.
| 10 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
8. SILVER STREAM DERIVATIVE LIABILITY (continued)
On March 28, 2025, the Company received the final payment of US$5 million ($7.2 million) from First Majestic in connection with the Silver Stream. The parties entered into an amending agreement to the Silver Purchase Agreement on March 13, 2025 (“Amending Agreement”) to amend the terms of the final payment due from First Majestic under the Silver Purchase Agreement (the “Tranche 3 Payment”). Under the Amending Agreement, the Tranche 3 payment would be made earlier than originally scheduled and would consist of US$5 million in cash, with no requirement for the completion of the environmental assessment.
As consideration for amending the terms of the Tranche 3 payment, the Company has amended the terms of the common share purchase warrants (the “Warrants”) that were issued to First Majestic on July 2, 2020 under the terms of the Silver Purchase Agreement. The 32,050,228 Warrants that were issued to First Majestic had an exercise price of $0.374 per Warrant and were set to expire on July 2, 2025. The Company has revised the exercise price of the Warrants to $0.20 and extended the expiry date of the Warrants to March 31, 2028. Pursuant to the terms of the amended Warrants, the Company can accelerate the expiry date of the Warrants if the closing price of the Company’s common shares on the TSX equals or exceeds $0.30 for 45 consecutive trading days, to the date which is 30 days following the dissemination of a news release announcing the acceleration. As a result, the fair value of the Warrants, amounting to $1.3 million, was recognized in the statements of changes in equity, with the fair value determined using Black-Scholes option pricing model. All other terms of the Warrants remain unchanged.
b) Silver Stream Derivative Liability Fair Value
The Company has determined 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, with the following key input assumptions: 1) Observable assumptions including implied volatility of COMEX silver, COMEX silver future curve, silver spot price, USD risk-free rate, USD/CAD foreign exchange rates, and share price of the Company, and 2) Unobservable assumptions including the Company’s credit spread, historical volatility of the warrant and payable silver quantities. The fair value of the Silver Stream derivative liability is a Level 3 measurement.
The fair value of the Silver Stream derivative liability is valued using a Monte-Carlo simulation, with gains or losses recorded in the statement of net loss and comprehensive loss. As at June 30, 2025, the fair value of the Silver Stream derivative liability is US$44,730,000 ($61,027,000). The fair value of the Silver Stream derivative liability as at December 31, 2024 was US$23,917,000 ($34,414,000), which is comprised of the Silver Stream obligation fair value of US$27,707,000 ($39,867,000) less the Advance Payment receivable fair value of US$3,790,000 ($5,453,000).
| 11 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
8. SILVER STREAM DERIVATIVE LIABILITY (continued)
|
|
| June 30, 2025 |
|
| December 31, 2024 |
| ||
| Balance, beginning of the period |
| $ | (34,414 | ) |
| $ | (34,295 | ) |
| Portion of payment received allocated to Silver Stream |
|
| (5,868 | ) |
|
| - |
|
| Change in fair value |
|
| (20,745 | ) |
|
| (119 | ) |
| Balance, end of the period |
| $ | (61,027 | ) |
| $ | (34,414 | ) |
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|
|
| June 30, 2025 |
|
| December 31, 2024 |
| ||
| Accounts payable |
| $ | 654 |
|
| $ | 4,739 |
|
| Accrued liabilities |
|
| 2,730 |
|
|
| 2,423 |
|
| Total |
| $ | 3,384 |
|
| $ | 7,162 |
|
10. FLOW-THROUGH SHARE PREMIUM LIABILITY
The following is a continuity schedule of the liability portion of the Company’s flow-through share issuances:
|
|
| June 23, 2023 |
|
| June 14, 2024 |
|
| Total |
| |||
| Balance, December 31, 2023 |
| $ | 1,225 |
|
| $ | - |
|
| $ | 1,225 |
|
| Liability incurred for flow-through share issued |
|
| - |
|
|
| 1,799 |
|
|
| 1,799 |
|
| Settlement of flow-through share premium liability upon incurring eligible expenditures |
|
| (1,225 | ) |
|
| (822 | ) |
|
| (2,047 | ) |
| Balance, December 31, 2024 |
| $ | - |
|
| $ | 977 |
|
| $ | 977 |
|
| Settlement of flow-through share premium liability upon incurring eligible expenditures |
|
| - |
|
|
| (641 | ) |
|
| (641 | ) |
| Balance, June 30, 2025 |
| $ | - |
|
| $ | 336 |
|
| $ | 336 |
|
| 12 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
10. FLOW-THROUGH SHARE PREMIUM LIABILITY (continued)
As at June 30, 2025, the Company had $1,300,000 (December 31, 2024 - $4,197,000) of unspent flow-through expenditure commitments, which is required to be spent by December 31, 2025.
11. 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 as at June 30, 2025: 1,083,331,543 (December 31, 2024 - 1,079,863,747).
Preferred shares as at June 30, 2025: nil (December 31, 2024 - nil).
c) Warrants
The movements in warrants during the six months ended June 30, 2025 and year ended December 31, 2024 are summarized as follows (Note 8):
|
|
| Number |
|
| Weighted average exercise price |
| ||
| Balance as at December 31, 2023 |
|
| 84,639,987 |
|
| $ | 0.27 |
|
| Warrants issued |
|
| 57,046,753 |
|
|
| 0.20 |
|
| Balance as at December 31, 2024 |
|
| 141,686,740 |
|
| $ | 0.24 |
|
| Warrants issued |
|
| 32,050,228 |
|
|
| 0.20 |
|
| Warrants expired |
|
| (32,050,228 | ) |
|
| 0.37 |
|
| Balance as at June 30, 2025 |
|
| 141,686,740 |
|
| $ | 0.20 |
|
The following table summarizes information about warrants outstanding as at June 30, 2025:
| Exercise price |
|
| Number of warrants outstanding |
|
| Weighted average exercise price |
|
| Weighted average remaining life (years) |
| ||||
| $0.20 |
|
|
| 132,427,481 |
|
| $ | 0.20 |
|
|
| 2.10 |
| |
| $0.27 |
|
|
| 9,259,259 |
|
| $ | 0.27 |
|
|
| 0.98 |
| |
|
|
|
|
| 141,686,740 |
|
| $ | 0.20 |
|
|
| 2.02 |
| |
d) 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.
| 13 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
11. SHARE CAPITAL (continued)
The movements in stock options during the six months ended June 30, 2025 and year ended December 31, 2024 are summarized as follows:
|
|
| Number |
|
| Weighted average exercise price |
| ||
| Balance as at December 31, 2023 |
|
| 45,060,000 |
|
| $ | 0.28 |
|
| Options granted |
|
| 26,907,500 |
|
|
| 0.12 |
|
| Options expired |
|
| (11,500,000 | ) |
|
| 0.33 |
|
| Options forfeited |
|
| (2,000,000 | ) |
|
| 0.17 |
|
| Balance as at December 31, 2024 |
|
| 58,467,500 |
|
| $ | 0.20 |
|
| Options granted |
|
| 18,000,000 |
|
|
| 0.13 |
|
| Options expired |
|
| (2,700,000 | ) |
|
| 0.25 |
|
| Balance as at June 30, 2025 |
|
| 73,767,500 |
|
| $ | 0.18 |
|
The following table summarizes information about the stock options outstanding as at June 30, 2025:
|
|
| Options Outstanding |
|
| Options Exercisable |
| ||||||||||||||||||
| Exercise price |
| Number of options |
|
| Weighted average exercise price |
|
| Weighted average remaining life (years) |
|
| Number of options |
|
| Weighted average exercise price |
|
| Weighted average remaining life (years) |
| ||||||
| 0.10 - 0.18 |
|
| 44,482,500 |
|
| $ | 0.12 |
|
|
| 4.02 |
|
|
| 24,355,625 |
|
| $ | 0.12 |
|
|
| 3.80 |
|
| 0.185 - 0.25 |
|
| 13,510,000 |
|
| $ | 0.19 |
|
|
| 2.61 |
|
|
| 13,510,000 |
|
| $ | 0.19 |
|
|
| 2.61 |
|
| 0.26 - 0.50 |
|
| 15,775,000 |
|
| $ | 0.33 |
|
|
| 1.17 |
|
|
| 15,775,000 |
|
| $ | 0.33 |
|
|
| 1.17 |
|
|
|
|
| 73,767,500 |
|
| $ | 0.18 |
|
|
| 3.15 |
|
|
| 53,640,625 |
|
| $ | 0.20 |
|
|
| 2.73 |
|
During the six months ended June 30, 2025, there were 18,000,000 (year ended December 31, 2024 - 26,907,500) stock options granted with an aggregate fair value at the date of grant of $1,123,897 (year ended December 31, 2024 - $1,500,715). As at June 30, 2025, 19,977,000 (year ended December 31, 2024 - 23,760,625) stock options remain unvested with an aggregate grant date fair value of $1,209,575 (December 31, 2024 - $1,503,560).
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.
| 14 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
11. SHARE CAPITAL (continued)
For the six months ended June 30, 2025, share-based payments expense is comprised of stock options for $828,528, restricted share units (“RSUs”) for $373,735, deferred share units (“DSUs”) for $34,491, and performance share units (“PSUs”) for $255,706, which are classified within the financial statements as follows:
|
|
| For the six months ended June 30, |
| |||||
| Statements of Net Loss: |
| 2025 |
|
| 2024 |
| ||
| General and administration |
| $ | 668 |
|
| $ | 494 |
|
| Exploration and evaluation |
|
| 20 |
|
|
| 25 |
|
| Investor relations and marketing communications |
|
| 109 |
|
|
| 156 |
|
| Corporate development and due diligence |
|
| 189 |
|
|
| 232 |
|
| Subtotal |
| $ | 986 |
|
| $ | 907 |
|
| Statements of Financial Position: |
|
|
|
|
|
|
|
|
| Mineral Properties |
|
| 506 |
|
|
| 355 |
|
| Total |
| $ | 1,492 |
|
| $ | 1,262 |
|
The grant date fair value of the stock options granted in the period has been estimated using the Black-Scholes option pricing model with the following weighted average assumptions:
|
|
| For the six months ended June 30, |
|
| For the year ended December 31, |
| ||
|
|
| 2025 |
|
| 2024 |
| ||
| Risk-free interest rate |
| 2.81% |
|
| 3.50% |
| ||
| Share price at grant date |
| $ | 0.13 |
|
| $ | 0.12 |
|
| Exercise price |
| $ | 0.13 |
|
| $ | 0.12 |
|
| Expected life |
| 5.00 years |
|
| 5.00 years |
| ||
| Expected volatility (1) |
| 57.78% |
|
| 57.20% |
| ||
| Forfeiture rate |
| 7.10% |
|
| 7.50% |
| ||
| 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. |
|
|
|
e) Restricted Share Units
During the six months ended June 30, 2025, the Company granted 7,756,956 (year ended December 31,2024 - 8,422,115) RSUs under its share-based compensation plan to the Company’s executive officers and management 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.
During the six months ended June 30, 2025, the Company issued 1,194,796 (2024 - 223,334) common shares pursuant to the exercise of RSUs for an aggregate settlement value of $135,190 (2024 - $73,090).
The associated compensation cost, which is based on the underlying share price on the date of grant, is recorded as share-based payments expense against share-based payment reserve.
| 15 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
11. SHARE CAPITAL (continued)
The following table summarizes the changes in RSU’s for the six months ended June 30, 2025 and year ended December 31, 2024:
|
|
| Number |
|
| Weighted average fair value |
| ||
| Balance as at December 31, 2023 |
|
| 3,613,715 |
|
| $ | 0.20 |
|
| RSUs granted |
|
| 8,422,115 |
|
|
| 0.11 |
|
| RSUs settled |
|
| (1,094,168 | ) |
|
| 0.25 |
|
| RSUs forfeited |
|
| (1,261,213 | ) |
|
| 0.18 |
|
| Balance as at December 31, 2024 |
|
| 9,680,449 |
|
| $ | 0.12 |
|
| RSUs granted |
|
| 7,756,956 |
|
|
| 0.11 |
|
| RSUs settled |
|
| (1,194,796 | )) |
|
| 0.11 |
|
| Balance as at June 30, 2025 |
|
| 16,242,609 |
|
| $ | 0.12 |
|
f) Deferred Share Units
During the six months ended June 30, 2025, the Company granted 400,000 (year ended December 31, 2024 - 400,000) 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, which is based on the underlying share price on the date of grant, is recorded as share-based payments expense against share-based payment reserve.
|
|
| Number |
|
| Weighted average fair value |
| ||
| Balance as at December 31, 2023 |
|
| 1,109,000 |
|
| $ | 0.25 |
|
| DSUs granted |
|
| 400,000 |
|
|
| 0.11 |
|
| Balance as at December 31, 2024 |
|
| 1,509,000 |
|
| $ | 0.21 |
|
| DSUs granted |
|
| 400,000 |
|
|
| 0.13 |
|
| Balance as at June 30, 2025 |
|
| 1,909,000 |
|
| $ | 0.19 |
|
g) Performance Share Units
During the six months ended June 30, 2025, the Company granted 3,600,000 (year ended December 31, 2024 - 5,650,000) PSUs under the Plan to certain executives as part of the Company’s LTIP. The amount of shares ultimately to be issued will vary from a factor of 0 to 2 based on the number of PSUs granted, depending on the Company’s share performance as compared to the share performance of a selected group of peer companies.
The estimated value of the PSUs is determined at the grant date using a Monte Carlo simulation model. The model is based on several assumptions, including the share price volatility of the Company’s stock, as well as the volatility of the selected group of peer companies and the correlation of returns between the peer group and the Company.
During the six months ended June 30, 2025, the Company issued 455,000 (2024 - Nil) common shares pursuant to the settlement of PSUs for an aggregate value of $108,000 (2024 - $Nil).
| 16 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
11. SHARE CAPITAL (continued)
The following table summarizes the changes in PSUs for the six months ended June 30, 2025 and year ended December 31, 2024:
|
|
| Number |
|
| Weighted average fair value |
| ||
| Balance as at December 31, 2023 |
|
| 6,813,000 |
|
| $ | 0.23 |
|
| PSUs granted |
|
| 5,650,000 |
|
|
| 0.09 |
|
| PSU forfeited |
|
| (1,997,000 | ) |
|
| 0.22 |
|
| Balance as at December 31, 2024 |
|
| 10,466,000 |
|
| $ | 0.16 |
|
| PSUs granted |
|
| 3,600,000 |
|
|
| 0.13 |
|
| PSUs settled |
|
| (455,000 | ) |
|
| 0.24 |
|
| Balance as at June 30, 2025 |
|
| 13,611,000 |
|
| $ | 0.15 |
|
Prior to vesting, the Company's PSUs are subject to a market-based performance condition, measured by the Company's relative total shareholder return performance against a defined peer group over a three-year period. Accordingly, the PSUs issued during the year ended December 31, 2022, which vested during the six months ended June 30, 2025, were evaluated against the performance condition. Following this evaluation, the number of PSUs that ultimately vested was lower than estimated at initial recognition, resulting in a reversal of $180,000 of previously recognized expense.
12. OPERATING EXPENSES
Operating expenses 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 June 30, 2025 |
| |||||||||||||||||
|
|
| General and administration |
|
| Exploration and evaluation |
|
| Investor relations and marketing communications |
|
| Corporate development and due diligence |
|
| Total |
| |||||
| Administrative and office |
| $ | 105 |
|
| $ | 83 |
|
| $ | 6 |
|
| $ | 1 |
|
| $ | 195 |
|
| Consultants |
|
| 120 |
|
|
| 6 |
|
|
| 38 |
|
|
| - |
|
|
| 164 |
|
| Depreciation (non-cash) |
|
| 44 |
|
|
| 81 |
|
|
| - |
|
|
| - |
|
|
| 125 |
|
| Directors’ fees |
|
| 97 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 97 |
|
| Marketing and conferences |
|
| - |
|
|
| - |
|
|
| 263 |
|
|
| 6 |
|
|
| 269 |
|
| Professional fees |
|
| 201 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 201 |
|
| Salaries |
|
| 303 |
|
|
| 47 |
|
|
| 103 |
|
|
| 59 |
|
|
| 512 |
|
| Share-based payments (non-cash) (Note 11) |
|
| 298 |
|
|
| 7 |
|
|
| 50 |
|
|
| 91 |
|
|
| 446 |
|
| Transfer agent and filing fees |
|
| 38 |
|
|
| - |
|
|
| 32 |
|
|
| - |
|
|
| 70 |
|
| Travel and accommodation |
|
| 14 |
|
|
| 1 |
|
|
| 15 |
|
|
| 17 |
|
|
| 47 |
|
| Loss from operational activities |
| $ | 1,220 |
|
| $ | 225 |
|
| $ | 507 |
|
| $ | 174 |
|
| $ | 2,126 |
|
| 17 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
12. OPERATING EXPENSES (continued)
|
|
| For the three months ended June 30, 2024 |
| |||||||||||||||||
|
|
| General and administration |
|
| Exploration and evaluation |
|
| Investor relations and marketing communications |
|
| Corporate development and due diligence |
|
| Total |
| |||||
| Administrative and office |
| $ | 30 |
|
| $ | 48 |
|
| $ | 3 |
|
| $ | 4 |
|
| $ | 85 |
|
| Consultants |
|
| 94 |
|
|
| 7 |
|
|
| - |
|
|
| - |
|
|
| 101 |
|
| Depreciation (non-cash) |
|
| 37 |
|
|
| 89 |
|
|
| - |
|
|
| - |
|
|
| 126 |
|
| Directors’ fees |
|
| 82 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 82 |
|
| Marketing and conferences |
|
| - |
|
|
| - |
|
|
| 125 |
|
|
| 2 |
|
|
| 127 |
|
| Professional fees |
|
| 147 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 147 |
|
| Salaries |
|
| 255 |
|
|
| 22 |
|
|
| 96 |
|
|
| 57 |
|
|
| 430 |
|
| Share-based payments (non-cash) (Note 11) |
|
| 284 |
|
|
| 11 |
|
|
| 66 |
|
|
| 109 |
|
|
| 470 |
|
| Transfer agent and filing fees |
|
| 17 |
|
|
| - |
|
|
| 14 |
|
|
| - |
|
|
| 31 |
|
| Travel and accommodation |
|
| (1 | ) |
|
| 2 |
|
|
| 12 |
|
|
| 3 |
|
|
| 16 |
|
| Loss from operational activities |
| $ | 945 |
|
| $ | 179 |
|
| $ | 316 |
|
| $ | 175 |
|
| $ | 1,615 |
|
|
|
| For the six months ended June 30, 2025 |
| |||||||||||||||||
|
|
| General and administration |
|
| Exploration and evaluation |
|
| Investor relations and marketing communications |
|
| Corporate development and due diligence |
|
| Total |
| |||||
| Administrative and office |
| $ | 208 |
|
| $ | 155 |
|
| $ | 16 |
|
| $ | 2 |
|
| $ | 381 |
|
| Consultants |
|
| 211 |
|
|
| 13 |
|
|
| 38 |
|
|
| 9 |
|
|
| 271 |
|
| Depreciation (non-cash) |
|
| 79 |
|
|
| 162 |
|
|
| - |
|
|
| - |
|
|
| 241 |
|
| Directors’ fees |
|
| 172 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 172 |
|
| Marketing and conferences |
|
| - |
|
|
| 1 |
|
|
| 444 |
|
|
| 8 |
|
|
| 453 |
|
| Professional fees |
|
| 331 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 331 |
|
| Salaries |
|
| 536 |
|
|
| 82 |
|
|
| 273 |
|
|
| 218 |
|
|
| 1,109 |
|
| Share-based payments (non-cash) (Note 11) |
|
| 632 |
|
|
| 20 |
|
|
| 91 |
|
|
| 137 |
|
|
| 880 |
|
| Transfer agent and filing fees |
|
| 153 |
|
|
| - |
|
|
| 45 |
|
|
| - |
|
|
| 198 |
|
| Travel and accommodation |
|
| 26 |
|
|
| 2 |
|
|
| 22 |
|
|
| 36 |
|
|
| 86 |
|
| Loss from operational activities |
| $ | 2,348 |
|
| $ | 435 |
|
| $ | 929 |
|
| $ | 410 |
|
| $ | 4,122 |
|
|
|
| For the six months ended June 30, 2024 |
| |||||||||||||||||
|
|
| General and administration |
|
| Exploration and evaluation |
|
| Investor relations and marketing communications |
|
| Corporate development and due diligence |
|
| Total |
| |||||
| Administrative and office |
| $ | 65 |
|
| $ | 111 |
|
| $ | 8 |
|
| $ | 5 |
|
| $ | 189 |
|
| Consultants |
|
| 148 |
|
|
| 12 |
|
|
| - |
|
|
| 115 |
|
|
| 275 |
|
| Depreciation (non-cash) |
|
| 80 |
|
|
| 166 |
|
|
| - |
|
|
| - |
|
|
| 246 |
|
| Directors’ fees |
|
| 156 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 156 |
|
| Marketing and conferences |
|
| - |
|
|
| 3 |
|
|
| 302 |
|
|
| 2 |
|
|
| 307 |
|
| Professional fees |
|
| 141 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 141 |
|
| Salaries |
|
| 949 |
|
|
| 80 |
|
|
| 189 |
|
|
| 84 |
|
|
| 1,302 |
|
| Share-based payments (non-cash) (Note 11) |
|
| 495 |
|
|
| 25 |
|
|
| 156 |
|
|
| 231 |
|
|
| 907 |
|
| Transfer agent and filing fees |
|
| 153 |
|
|
| - |
|
|
| 14 |
|
|
| - |
|
|
| 167 |
|
| Travel and accommodation |
|
| 11 |
|
|
| 3 |
|
|
| 31 |
|
|
| 12 |
|
|
| 57 |
|
| Operating expenses total |
| $ | 2,198 |
|
| $ | 400 |
|
| $ | 700 |
|
| $ | 449 |
|
| $ | 3,747 |
|
| Impairment of non-current asset (non-cash) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 11,955 |
|
| Loss from operational activities |
| $ | 2,198 |
|
| $ | 400 |
|
| $ | 700 |
|
| $ | 449 |
|
| $ | 15,702 |
|
| 18 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
13. 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. All of the Company’s non-current assets as at June 30, 2025 and December 31, 2024 are located in Canada.
14. RELATED PARTY TRANSACTIONS
The Company’s related parties consist of the key management personnel, Company’s Directors and Officers.
Key management of the Company consists of the members of the Board of Directors, Officers, and Vice Presidents of the Company. The compensation paid or payable to key management for services during the three and six months ended June 30, 2025 and 2024 is as follows:
|
|
| For the three months ended June 30 |
|
| For the six months ended June 30, |
| ||||||||||
| Service or Item: |
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
| Directors’ fees |
| $ | 97 |
|
| $ | 82 |
|
| $ | 172 |
|
| $ | 156 |
|
| Salaries and consultants’ fees |
|
| 825 |
|
|
| 374 |
|
|
| 1,427 |
|
|
| 850 |
|
| Share-based payments (non-cash) |
|
| 453 |
|
|
| 546 |
|
|
| 1,020 |
|
|
| 854 |
|
| Total |
| $ | 1,375 |
|
| $ | 1,002 |
|
| $ | 2,619 |
|
| $ | 1,860 |
|
15. 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, marketable securities, prepaid expenses and other receivables, and accounts payable, accrued and other 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 marketable securities is based on the quoted market prices of the shares as at June 30, 2025 and was therefore considered to be Level 1.
As the FireFly Metals Earn‐In Agreement provides FireFly Metals the right to earn an interest in PC Gold Inc., rather than a direct interest in the Pickle Crow project, FireFly Metals’ 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 is not based on observable market data and therefore is considered to be Level 3.
| 19 |
FIRST MINING GOLD CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
| (Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of Canadian dollars except for number of shares and per share amount - Unaudited) |
15. FAIR VALUE (continued)
The fair value of the Pickle Crow project option liability as at December 31, 2024, was determined by reference to the portion of the estimated fair value of PC Gold Inc. to be given up by the Company with the option for FireFly Metals 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. Changes in key valuation assumptions, including commodity prices and discount rates, could result in significant fluctuations in the fair value of the liability. The loss on the Silver Stream derivative was due to a 2% decrease in volatility, a 25% increase in the forward curve, and a 14% increase in the spot rate as at June 30, 2025, compared to December 31, 2024.
The following table presents the Company’s fair value hierarchy for financial assets and liabilities that are measured at fair value:
|
|
| June 30, 2025 |
|
| December 31, 2024 |
| ||||||||||||||||||||||||||
|
|
|
|
|
| Fair value measurement |
|
|
|
|
| Fair value measurement |
| ||||||||||||||||||||
|
|
| Carrying value |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Carrying value |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||||||
| Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| Marketable Securities (Note 4) |
| $ | 587 |
|
| $ | 587 |
|
| $ | - |
|
| $ | - |
|
| $ | 2,388 |
|
| $ | 2,388 |
|
| $ | - |
|
| $ | - |
|
| Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Silver Stream derivative liability (Note 8) |
| $ | 61,027 |
|
| $ | - |
|
| $ | - |
|
| $ | 61,027 |
|
| $ | 34,414 |
|
| $ | - |
|
| $ | - |
|
| $ | 34,414 |
|
| Option – PC Gold (Note 7) |
| $ | 3,974 |
|
| $ | - |
|
| $ | - |
|
| $ | 3,974 |
|
| $ | 3,974 |
|
| $ | - |
|
| $ | - |
|
| $ | 3,974 |
|
16. SUBSEQUENT EVENTS
| a) | On July 3, 2025, the Company announced that it had entered into a long term relationship agreement with Mishkeegogamang First Nation, covering the Springpole Gold Project located in northwestern Ontario. The agreement sets out a collaborative framework for the development of one of Canada’s largest gold resources, through construction, operations, and closure, in a way that respects the environment and provides direct benefits to the First Nation. |
|
|
|
| b) | On July 22, 2025, the Company closed its upsized Public Offering of 66,670,000 units at a price of $0.18, for total gross proceeds of $12,000,600. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one common share of the Company at a price of $0.27 per share, exercisable at any time up to 36 months following the closing date. |
|
|
|
| c) | On July 31, 2025, the Company closed a transaction with Big Ridge to sell its remaining 20% project interest in the Hope Brook Project for total consideration comprised of $3 million in cash and 7 million common shares of Big Ridge. |
|
|
|
| d) | On August 5, 2025, the Company closed its upsized non-brokered offering of 95,000,000 units at a price of $0.18 for proceeds of $17,100,000 and 33,350,000 Flow-through units at a price of $0.22 for proceeds of $7,337,000. The total proceeds from the non-brokered offering was $24,437,000. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one common share of the Company at a price of $0.27 per share, exercisable at any time up to 36 months following the closing date. |
|
|
|
| 20 |
EXHIBIT 99.2
TSX: FF | OTCQX: FFMGF | FRANKFURT: FMG
MANAGEMENT’S
DISCUSSION & ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
|
| 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 |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
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. (“Company” or “First Mining”) for the three and six months ended June 30, 2025 and 2024 (“Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) applicable to the preparation of interim financial statements under International Accounting Standard 34 Interim Financial Reporting.
For purposes of preparing our MD&A, we consider the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of our shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. We evaluate materiality with reference to all relevant circumstances, including potential market sensitivity.
The FS and MD&A along with additional information on the Company, including the Company’s Annual Information Form (“AIF”) for the year ended December 31, 2024, are available under the Company’s SEDAR+ profile at www.sedarplus.ca, on EDGAR at www.sec.gov. All published information is publicly available through First Mining’s website at www.firstmininggold.com. Note that nothing mentioned is incorporated by reference unless specified otherwise.
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. The first, second, third, and fourth quarters of the Company’s fiscal years are referred to as “Q1”, “Q2”, “Q3” and “Q4”, respectively. The six months ended June 30, 2025 and 2024 are referred to as “YTD 2025” and “YTD 2024”, respectively.
This MD&A contains “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities laws. See the section in 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 in 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 Accounting Standards. See the section in this MD&A titled "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 current as of August 11, 2025 ("MD&A Date") and was approved by the Company's Board of Directors"
COMPANY OVERVIEW AND STRATEGY
First Mining is advancing a portfolio of gold projects in Canada, with a focus on the Springpole Gold Project (“Springpole Project” or “Springpole”) in northwestern Ontario, including the surrounding Birch-Uchi mineral tenure, and the Duparquet Gold Project (“Duparquet Project” or “Duparquet”) in Quebec.
Springpole is one of the largest undeveloped gold projects in Ontario1. The Company has commenced a Feasibility Study (“FS”). The Company announced on November 5, 2024, that it has successfully submitted the final Environmental Impact Statement/Environmental Assessment (“EIS/EA”), while concurrently continuing with permitting activities. First Mining has received over 1,900 comments from various stakeholders and continues to engage and consult various Indigenous communities, municipalities, regulators and stakeholders by holding community open house meetings as well as technical reviews and meetings.
In September 2022, First Mining acquired 100% ownership of the Duparquet Project, one of the largest undeveloped gold projects in Quebec. The Company filed a Preliminary Economic Assessment (“PEA”) on the Duparquet Project in October 2023. First Mining also wholly owns the Cameron Gold Project in Ontario. The portfolio of First Mining’s gold project interests includes a 30% interest in the Pickle Crow Gold Project in Ontario (being advanced in a joint venture with Firefly Metals Ltd.) and a 20% interest in the Hope Brook Gold Project in Newfoundland (being advanced in partnership with Big Ridge Gold Corp.) which was sold on July 31, 2025.
_________________________
1 Source: S&P Market Intelligence database; ranking among undeveloped primary gold resources per jurisdiction.
| Page 1 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
2025 HIGHLIGHTS
The following highlights the Company’s most recent developments up to the MD&A Date.
Project Highlights
Springpole
|
| · | On July 3, 2025, Mishkeegogamang First Nation and the Company announced that they signed a Long-Term Relationship Agreement (“Agreement” or “LTRA”) covering the Springpole Gold Project, located in northwestern Ontario. The Agreement sets out a collaborative approach for the development of one of Canada’s largest gold resources, through construction, operations, and closure, in a manner that respects the environment and provides direct benefits to the First Nation. |
|
| · | On February 12, 2025, the Company announced results from the Phase 1 East Extension diamond drilling program. The East Extension Phase 1 exploration drilling program comprised 5 holes for a total of 2,293m and was successful in returning significant widths of continuous mineralization in an underexplored area of the Project located within the current Pre-Feasibility Study (“PFS”) open-pit development footprint. Highlights from the drill program include two broad mineralization intervals of 0.75 g/t Au and 3.30 g/t Ag over 134.2m, and 0.67 g/t Au and 12.79 g/t Ag over 105.4m in drill hole SP24-011, and demonstrate significant upside potential to further extend mineralization with continuity and provide the opportunity to reclassify material that is currently classified as “waste” into “ore” in the proposed run of mine pit design. This could potentially reduce the strip ratio and increase processed ore tonnes. |
Birch-Uchi
|
| · | The Challenger discovery target was further advanced in 2024, with multiple new gold occurrences discovered in the 2024 program. The Challenger target area is one of several high priority exploration targets for the Company, with follow-up work programs under review for 2025. |
|
|
|
|
Duparquet
|
| · | On July 14, 2025, the Company announced the discovery of the “Minuit” zone, located 75m north of the historical Donchester Mine, that returned multiple significant intercepts in drill hole DUP25-059, highlighted by 2.25 g/t Au over 12.8m, including 4.08 g/t Au over 4.0m. In addition to the new discovery, drill hole DUP25-059 further returned an impressive intersection of 1.21 g/t Au over 60.2m, including 4.1 g/t Au over 4.3m, within Zone 3 of the Project’s current resource area, validating large scale continuity of modelled gold mineralization striking east-west at the southern contact of the Beattie Syenite. |
|
| · | On May 28, 2025, the Company announced initial drilling results from the 2025 drill program which confirmed and expanded the known extent of mineralization at the newly discovered Miroir target and intersected the depth extension of mineralization at the Valentre target. Highlights include near surface mineralization intercepts from drill hole DUP25-052 that returned 2.77 g/t Au over 11.1m, including 4.36 g/t Au over 6.5m, and drill hole DUP25-054 that returned 1.41 g/t Au over 11.9m, including 2.52 g/t Au over 5.25m. |
|
| · | On April 28, 2025, the Company announced the addition of a second drill rig during the month of April to further advance progress on its 18,000m drill program. |
|
| · | On March 5, 2025, the Company announced the largest exploration drill program undertaken since acquiring full ownership of the Project in 2022, with the aim of completing an approximate 18,000m of exploration drilling this year, focusing on advancing priority targets that are aligned to resource growth potential and further unlocking a regional gold endowment supportive of future development optionality at the Project. |
|
| · | On January 20, 2025, the Company announced new drilling results from the 2024 Phase 3 diamond drilling program. The Company identified two new discovery gold zones during the expansion drilling at the Valentre target. Assay results for the newly discovered “Miroir Zone” located north of the Valentre target, returned 3.12 g/t Au over 19.35m, including 5.47 g/t Au over 9.6m. A second discovery, the “Aiguille Zone”, occurred south of the Valentre target, returning 8.99 g/t Au over 3.1m. |
| Page 2 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
Corporate Announcements
|
| · | On August 5, 2025, the Company closed an upsized non-brokered offering of 95,000,000 units for proceeds of $17,100,000 and 33,350,000 flow-through units for proceeds of $7,337,000. The total proceeds from the non-brokered offering was $24,437,000. Each unit consists of one common share of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one common share of the Company at a price of $0.27 per share, exercisable at any time up to 36 months following the closing date. |
|
| · | On July 22, 2025, the Company closed an upsized public offering of 66,670,000 units for total gross proceeds of $12,000,600. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one common share of the Company at a price of $0.27 per share, exercisable at any time up to 36 months following the closing date. |
|
| · | On July 7, 2025, the Company announced the sale of its remaining 20% project interest in the Hope Brook Gold Project (“Hope Brook”) for total consideration comprised of $3 million in cash and 7 million common shares of Big Ridge. The transaction closed on July 31, 2025. |
|
| · | On March 28, 2025, the Company announced that it has received the final payment of US$5 million from First Majestic in connection with the silver stream that First Majestic has with the Company’s Springpole Project. The parties entered into an amending agreement to the Silver Purchase Agreement on March 13, 2025 (“Amending Agreement”) to amend the terms of the final payment due from First Majestic under the Silver Purchase Agreement (“Tranche 3 Payment”), such that the Tranche 3 payment would be for US$5 million in cash. As consideration for amending the terms of the Tranche 3 payment, the Company has amended the terms of the common share purchase warrants (“Warrants”) that were issued to First Majestic on July 2, 2020, under the terms of the Silver Purchase Agreement. The 32,050,228 Warrants that were issued to First Majestic had an exercise price of $0.374 per Warrant and were set to expire on July 2, 2025. The Company has revised the exercise price of the Warrants to $0.20 and extended the expiry date of the Warrants to March 31, 2028. Pursuant to the terms of the amended Warrants, the Company may accelerate the expiry date of the Warrants if the closing price of the Company’s common shares on the TSX equals or exceeds $0.30 for 45 consecutive trading days, to the date which is 30 days following the dissemination of a news release announcing the acceleration. All other terms of the Warrants remain unchanged. |
|
| · | Lisa Peterson, CPA, CA, the Company’s Chief Financial Officer (“CFO”) and Corporate Secretary, took a maternity leave of absence effective April 5, 2025, with an expected return date in October 2025. Darren Prins, CPA, CA, was appointed interim CFO of the Company effective April 1, 2025. Richard Huang, the Company’s Vice President, Corporate Development, was appointed Corporate Secretary, in addition to his current role. |
|
| · | As of June 30, 2025, the Company’s cash and marketable securities balance was $5.8 million and the equity interest in PC Gold Inc. (Pickle Crow Gold Project) was $21.5 million. |
OUTLOOK
We remain focused on advancing the Company’s strategic objectives towards near-term milestones, which include:
|
| · | Advancing the Springpole EA process which includes a focus on community, Indigenous rights holder and stakeholder engagement, with a focus on addressing all technical questions on the Final EIS/EA report before the end of 2025 and working with local and Indigenous communities. |
|
| · | Advancing exploration, environmental and technical work at the Duparquet Gold Project, including environmental baseline monitoring, bunker construction for environmental remediation, geological data compilation and targeting and continuation of the 2025 drill program. |
|
| · | Progressing some key Feasibility Study areas at Springpole, such as geotechnical optimization, further process optimization, and power connection studies, as well as advancing Springpole and Birch-Uchi exploration activities to identify and follow-up on regional targets. |
|
| · | Striving to achieve a strong balance sheet and improving cash position to fund investing activities. |
| Page 3 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
MINERAL PROPERTY PORTFOLIO GOLD RESERVES AND RESOURCES
The Springpole Project is the only mineral 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 Resources and Reserves for the Springpole Project are shown below (for further details, see the technical report entitled “NI 43-101 Technical Report and PFS on the Springpole Gold Project, Ontario Canada” dated February 26, 2021, which was prepared for First Mining by AGP Mining Consultants Inc. (“AGP”) in accordance with NI 43-101 and is available under First Mining’s SEDAR+ profile at www.sedarplus.ca):
| Project | Tonnes | Gold Grade (g/t) | Silver Grade (g/t) | Contained Gold Ounces (oz) | Contained Silver Ounces (oz) |
| Probable Reserves | |||||
| Springpole Gold Project(1) | 121,600,000 | 0.97 | 5.23 | 3,800,000 | 20,500,000 |
|
|
| ||||
| Measured Resources | |||||
| Cameron Gold Project(2) | 3,360,000 | 2.75 | - | 297,000 | - |
| Duparquet Gold Project(3) | 183,600 | 1.43 | - | 8,500 | - |
| Indicated Resources | |||||
| Springpole Gold Project(4) | 151,000,000 | 0.94 | 5.00 | 4,600,000 | 24,300,000 |
| Hope Brook Gold Project (20%)(8) | 3,238,000 | 2.32 | - | 241,200 | - |
| Cameron Gold Project(5) | 2,170,000 | 2.40 | - | 167,000 | - |
| Duparquet Gold Project(3) | 69,022,700 | 1.55 | - | 3,432,100 | - |
| Inferred Resources | |||||
| Springpole Gold Project(4) | 16,000,000 | 0.54 | 2.80 | 300,000 | 1,400,000 |
| Hope Brook Gold Project (20%)(8) | 443,000 | 3.24 | - | 46,200 | - |
| 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) | 50,822,000 | 1.62 | - | 2,640,500 | - |
| Total Measured Resources | 3,543,600 | 2.68 | - | 305,500 | - |
| Total Indicated Resources | 225,430,700 | 1.16 | 5.00 | 8,440,300 | 24,300,000 |
| Total Measured and Indicated Resources | 228,974,300 | 1.18 | 5.00 | 8,745,800 | 24,300,000 |
| Total Inferred Resources | 76,635,600 | 1.59 | 2.80 | 3,888,850 | 1,400,000 |
The Mineral Reserves and Resources set out in this table, with the exception of the Hope Brook Gold Project, 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, 2024, which is available under the Company’s SEDAR+ profile at www.sedarplus.ca. The Hope Brook Mineral Resources are based on the technical report titled “Mineral Resource Estimate Update for the Hope Brook Gold Project, Newfoundland and Labrador, Canada”, prepared by SGS Geological Services Ltd. For Big Ridge Gold Corp., dated April 6, 2023, which is available under Big Ridge’s SEDAR+ profile at www.sedarplus.ca. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental permitting, legal, title, taxation, sociopolitical, marketing or other relevant issues.
| (1) | The Springpole 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. 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. Mineral Reserves are stated within the final design pit based on a US$878/oz Au pit shell with a US$1,350/oz Au price for revenue. The equivalent cut-off grade was 0.34 g/t gold (“Au”) for all pit phases. 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%. The exchange rate assumption applied was $1.30 equal to US$1.00. |
| (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 Duparquet Consolidated Mineral Resource Estimate represents a combination of the resources at the Duparquet, Pitt Gold and Duquesne deposits. For Duparquet, the mineral resource estimate is classified as Measured, Indicated and Inferred. For Pitt Gold and Duquesne, the mineral resource estimates are completely classified as Inferred. Duparquet deposit resources are reported at a cut-off grade of 0.4 g/t Au (in-pit and tailings) and 1.5 g/t Au (underground). Duquesne open pit resources are reported at a cut-off grade of 0.5 g/t Au, and Pitt Gold and Duquesne underground resources are reported at a cut-off grade of 1.75 g/t Au. |
| (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 (“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 for Springpole are shown in separate columns for Silver Grade (g/t) and Contained Silver Ounces (oz). |
| (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. |
| Page 4 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
| (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 m. First Mining owns 30% of the Pickle Crow Gold Project, and 70% is owned by Firefly Metals 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. |
| (8) | First Mining owns 20% of the Hope Brook Gold Project, and 80% is owned by Big Ridge Gold Corp. The Indicated and Inferred Mineral Resources for Hope Brook shown in the above table only reflects First Mining’s percentage ownership interest. The Company’s 20% interest has since been sold in Q3 2025 with the transaction closing on July 31, 2025. |
MINERAL PROPERTY PORTFOLIO REVIEW
The following section discusses the Company’s priority and other significant projects for assets located in Canada. As at June 30, 2025 and December 31, 2024, the Company capitalized the following acquisition, exploration and evaluation costs to its mineral properties:
|
|
| Springpole |
|
| Birch-Uchi |
|
| Duparquet |
|
| Cameron |
|
| Hope Brook |
|
| Total |
| ||||||
| Balance, December 31, 2024 |
| $ | 154,237 |
|
| $ | 10,446 |
|
| $ | 55,212 |
|
| $ | 33,066 |
|
| $ | 3,098 |
|
| $ | 256,059 |
|
| 2025 acquisition and capitalized net expenditures |
|
| 6,024 |
|
|
| 299 |
|
|
| 2,813 |
|
|
| 74 |
|
|
| 4 |
|
|
| 9,214 |
|
| Asset held for sale |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (3,102 | ) |
|
| (3,102 | ) |
| Environmental remediation |
|
| - |
|
|
| - |
|
|
| 361 |
|
|
| - |
|
|
| - |
|
|
| 361 |
|
| Balance, June 30, 2025 |
| $ | 160,261 |
|
| $ | 10,745 |
|
| $ | 58,386 |
|
| $ | 33,140 |
|
| $ | - |
|
| $ | 262,532 |
|
MATERIAL CANADIAN GOLD PROJECTS
Springpole Gold Project, Ontario
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 Ontario2. As defined in the PFS, the Springpole Gold Project covers an area of 41,943 hectares in northwestern Ontario, and consists of 30 patented mining claims, 282 mining claims and 13 mining leases. Including additional mining claims in the Birch-Uchi region, the total mineral tenure area 100% held by First Mining is approximately 51,200 hectares.
The Springpole Gold 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 44-person onsite camp, a forestry access road within 18 km of the camp, and nearby power lines within 40 km.
During the six months ended June 30, 2025, the most significant expenditures at the Springpole Gold Project were:
|
| · | $1,697,000 for Indigenous consultation, including spend related to signing of Process Agreements with Cat Lake and Lac Seul First Nations; |
|
| · | $1,626,000 for environmental data collection and assessment activities, assaying, field and technical work primarily related to the submission of the final EA at the end of 2024 (details below under EIS/EA section); |
|
| · | $1,272,000 for technical consultants, contractors, and salaries; |
|
| · | $757,000 for land tenure and advanced royalty payments; |
|
| · | $573,000 for camp fuel costs, travel and other related expenditures; and |
|
| · | $99,000 for exploration-related activities and technical studies. |
|
|
| $6,024,000 |
________________________________________
2 Source: S&P Market Intelligence database; ranking among undeveloped primary gold resources per jurisdiction.
| Page 5 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
Springpole Exploration
Exploration activities at Springpole concluded at the end of 2024 with the completion of the Springpole East Extension Phase 1 drilling program, of which the final drilling results were reported in February 2025. The 2025 focus for Springpole Exploration is around further reviewing, integrating and interpreting the recent drilling results and delineating follow up programs. Exploration field work programs also commenced in June 2025 with the focus on further advancing the geological data resolution around the core project footprint in support of future geological model updates.
Highlights from the East Extension Phase 1 drilling campaign include drill holes SP24-007, SP24-009, and SP24-011, all of which returned favourable gold and silver grades that are representative of the established resource grade profile. The most northerly hole of the program, SP24-011, returned two broad mineralization intervals including 0.75 g/t Au and 3.30 g/t Ag over 134.2m, and 0.67 g/t Au and 12.79 g/t Ag over 105.4m. The program was successful in returning significant widths of continuous mineralization in an underexplored area of the Springpole Project located within the current PFS open-pit development footprint. Results demonstrate significant upside potential to further extend mineralization with continuity and provide the opportunity to reclassify material that is currently classified as “waste” into “ore” in the proposed run of mine (“ROM”) pit design. This could potentially reduce the strip ratio and increase processed ore tonnes.
Technical Programs
First Mining continues to be engaged and readying a number of significant technical programs to further optimize the development plan for Springpole project scope supporting a Feasibility Study (“FS”) process. These programs include FS-level metallurgical test work, geotechnical and site investigation work to support pit slope, dike and Co-Disposal Facility design, revisions to the PFS mine plan, an update to the Mineral Resource estimate, completion of a power connectivity study, exploring renewable power generation opportunities, additional environmental data collection, and predictive environmental effects modelling and studies.
Environmental Impact Statement/Environmental Assessment (“EIS/EA”) Review
Consultation and engagement on the Final EIS/EA with Indigenous communities, municipalities, regulators and stakeholders continues following the submission of the Final EIS/EA in Q4 2024. A positive conformity determination was provided by the Impact Assessment Agency of Canada which confirmed the Final EIS/EA meets all of the requirements of the federal EIS guidelines, allowing the review of the Final EIS/EA to proceed without delay to the public and technical comment period. Throughout 2025, FMG received over 1,900 comments from the MECP, Ministry of Northern Development, Ministry of Citizenship and Multiculturism, Ministry of Energy and Mines, Ministry of Indigenous Affairs and First Nations Economic Reconciliation, Impact Assessment Agency of Canada (“IAAC”), Mishkeegogamanag Ojibway First Nation, Wabauskang First Nation, Slate Falls Nation, Cat Lake First Nation,Lac Seul First Nation and the Ojibway Nation of Saugeen. FMG has resolved the majority of the federal and provincial comments/information requests and continues to respond to the comments and meet with the reviewers to discuss the approach to resolving the outstanding comments. In addition, FMG has continued to progress the Fish Habitat Offsetting and Compensation Plan through review and collaboration with the federal Department of Fisheries and Oceans Canada, as well as input from the Ministry of Energy and Mines and the Ministry of Natural Resources.
Cat Lake First Nation (“CLFN”)
On October 31, 2024, the Company announced that it had entered into a Process Agreement with CLFN and Lac Seul First Nation (“Lac Seul”) which provides important capacity support for the implementation of a community-based Anishinaabe-Led Impact Assessment (“ALIA”). The Process Agreement represents a significant commitment for First Mining and provides the framework for First Mining, CLFN and Lac Seul to have procedural clarity and meaningful participation in the review of the Springpole Gold Project through the unique cultural perspective of the Anishinaabe people.
In 2025, CLFN and Lac Seul provided their review of the final EIS/EA as part of this process and have had numerous technical, and community meetings with FMG.
| Page 6 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
Mishkeegogamang First Nation (“Mishkeegogamang”)
On July 3, 2025, the Company announced that it had entered into a Long-Term Relationship Agreement (“LTRA”) with Mishkeegogamang. Following a process agreement signed in 2021 between Mishkeegogamang and First Mining, the LTRA was negotiated along with a community-based consultation process to ensure that the interests and concerns of the First Nation were taken into account. The LTRA includes provisions for Mishkeegogamang to take part in the Project’s environmental management and monitoring, the implementation of adaptive management and preferential training and employability measures, the promotion of business opportunities during the mine’s construction and operations, as well as the recognition of Anishnaabe culture and the inclusion of cultural safety measures. The LTRA also sets out the sharing of financial benefits from the Springpole Project.
Key Catalysts for Springpole Project Development in 2025
First Mining will continue with a number of important project advancements throughout 2025, including:
|
| · | Advancing geotechnical work plans for design of open pit, dikes and Co-Disposal Facility (“CDF”); |
|
| · | Continuation of engineering activities such as dike design, CDF design, road access and transmission line design, and other site infrastructure requirements; |
|
| · | Exploration advancement focused on reviewing, integrating and interpreting the results returned from the 2024 Springpole East Extension Phase 1 drilling program, including 3D model update and definition of follow-up drill hole targets for additional resource growth potential; |
|
| · | Ongoing engagement and subsequent updates to the environmental effects studies and EIS/EA report. |
Silver Stream with First Majestic Silver Corp.
On July 2, 2020, First Mining closed a Silver Purchase Agreement with First Majestic Silver Corp (“First Majestic”) pursuant to which First Majestic agreed to pay First Mining total consideration of US$22.5 million (“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 (“Silver Stream”), which has an initial term of 40 years from closing and is automatically extended by successive 10-year periods as long as the Springpole Gold Project life of mine continues. In addition, upon closing the transaction on July 2, 2020, First Mining issued to First Majestic 30 million common share purchase warrants (subsequently adjusted to 32,050,228) (“First Mining Warrants”) to purchase one First Mining share at an exercise price of $0.40 for a period of five years (subsequently re-priced to $0.37). The first two tranches totaling $17.5 million have been paid to First Mining with the final tranche (“Tranche 3”) of US$5 million cash received on March 28, 2025.
On March 14, 2025, the Company and First Majestic agreed to amend the terms of Tranche 3. As part of the amendment, the Company extended the expiry dates of the First Mining Warrants to March 31, 2028, and revised the exercise price to $0.20. Pursuant to the terms of the amended warrants, the Company may accelerate the expiry date of the warrants if the closing price of the Company’s common shares on the TSX equals or exceeds $0.30 for 45 consecutive trading days, to a date that is 30 days following the dissemination of a news release announcing the acceleration. All other terms of the warrants remain unchanged.
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 (“Silver Cash Price”), subject to a price cap of US$7.50 per ounce of silver (“Price Cap”). The Price Cap is subject to an 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 have been used to advance the Springpole Gold Project through the FS process and will also be used to advance the project through the federal and provincial EA processes.
Birch-Uchi Gold Project, Ontario (Regional exploration acquisitions)
With its Birch-Uchi Gold Project, First Mining consolidated a 74,000 ha mineral tenure through acquisitions and option agreements surrounding its Springpole Project to advance regional scale exploration opportunities. The Birch-Uchi Greenstone Belt presents an encouraging opportunity for discovery. Prospective targets in this mineral tenure include the past-producing high-grade Sol d’Or mine, the Swain property, the Vixen North property - located nearby the past-producing Argosy mine, which produced approximately 100,000 oz. at 11.4 g/t Au - and the Birch property, which includes the HGI prospect where historical drilling has intersected gold grades up to 245 g/t.
| Page 7 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
On June 14, 2024, pursuant to a non-brokered private placement, the Company raised gross proceeds of $6,950,000. Cumulative to June 30, 2025, $3.5 million of these proceeds were designated towards continued development of the Birch-Uchi Gold Project. As of June 30, 2025, the Company had $0.59 million of unspent expenditure commitments remaining related to this project.
During the current quarter, the most significant expenditures at the Birch-Uchi Gold Project were:
|
| · | $213,000 for salary and share-based payments; |
|
| · | $86,000 for environmental, assaying, field supplies and other expenditures. |
|
|
| $299,000 |
Future Work Plans
Building on completed field programs, the First Mining exploration team is actively integrating data for regional consolidation, analysis, and target refinement. In 2025, the focus will be on further characterizing select targets across key prospective areas and furthering additional dataset coverage to support the refinement, development and testing of drill targets. This work will continue throughout the year with supporting field work programs on select priority targets.
Duparquet Gold Project, Quebec
The Duparquet Gold Project, as defined in the 2023 PEA, consists of seven contiguous mineral exploration properties: Beattie, Donchester, Central Duparquet, Dumico, Porcupine East, Pitt Gold, and Duquesne, as well as the tailings from the former Beattie mine. The Project is located in the Abitibi region of the Province of Quebec, approximately 50 km north of the city of Rouyn-Noranda. The Duparquet Gold Project site has infrastructure which includes paved, provincial highways from Rouyn-Noranda to the south and La Sarre to the north – both mining communities that can provide mining services and skilled labour to explore and develop a mine. The Project site is also proximal to Quebec’s hydroelectric power grid. The Duparquet Gold Project comprises 199 map-designated claims totaling 5,804 hectares. The tenure spans across 19 km strike length of favourable gold hosting stratigraphy along the Destor-Porcupine Fault Zone.
On June 14, 2024, pursuant to a non-brokered private placement, the Company raised gross proceeds of $6,950,000. Cumulative to June 30, 2025, $3.35 million of these proceeds were designated towards the continued development of the Duparquet Gold Project. As of June 30, 2025, the Company had $0.62 million of unspent expenditure commitments remaining related to this project.
First Mining has been actively advancing exploration at the Duparquet Gold Project since 2023. The maiden diamond drilling program, completed in 2023, totaled 6,963m in 17 holes, with results supporting the delineation of several significant discoveries and follow-up targets. Drilling continued through 2024, with an additional 31 holes and over 12,420m drilled, with results further advancing resource extension opportunities, and discovery of new zones.
During the six months ended June 30, 2025, the most significant expenditures at the Duparquet Gold Project were:
|
| · | $1,233,000 for exploration, drilling and exploration technical related activities; |
|
| · | $860,000 for salary and share based payments |
|
| · | $585,000 for environmental, assaying, and field supplies; |
|
| · | $89,000 for travel, fuel and other expenditures; and |
|
| · | $46,000 for land taxes. |
|
|
| $2,813,000 |
| Page 8 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
2023 Preliminary Economic Assessment, Duparquet Gold Project
On September 7, 2023, First Mining announced results of a positive PEA at the Duparquet Gold Project. A NI-43-101 technical report for the PEA was filed on October 20, 2023. The PEA results support a 15,000 tonnes per day open pit and underground mining operation over an 11-year mine life. The economics of the PEA only consider the Duparquet gold deposit located on the Beattie, Donchester, Central Duparquet and Dumico claim blocks and do not include the mineral resources defined at the Pitt Gold and Duquesne deposits (see Mineral Resource Estimate section). For further details on the Duparquet PEA see the technical report entitled “NI 43-101 Technical Report: Preliminary Economic Assessment, Duparquet Gold Project, Quebec, Canada” dated October 20, 2023, which was prepared for First Mining by G Mining Services Inc. in accordance with NI 43-101 and is available under First Mining’s SEDAR+ profile at www.sedarplus.ca.
PEA Highlights
| · | $1.07 billion pre-tax NPV5% and $588 million after-tax NPV5% at US$1,800/oz gold (“Au”); |
| · | 24.9% pre-tax IRR; 18.0% after-tax IRR at US$1,800/oz Au; |
| · | Annual Life-of-Mine (“LOM”) recovered gold production of 233 koz; |
| · | Total LOM recovered gold of 2.6 Moz over an 11-year mine life; |
| · | Pre-tax payback of 3.8 years; after-tax payback of 4.8 years; |
| · | Initial capital costs estimated at $706 million; sustaining and underground development capital costs estimated at $738 million; and |
| · | Average annual LOM Total Cash Cost of US$751/oz(1); average annual LOM All-In Sustaining Costs (“AISC”) of US$976/oz.(2) |
|
|
(1) Total Cash Costs consist of mining costs, processing costs, mine-level G&A, treatment and refining charges and royalties. (2) AISC includes total cash costs plus sustaining capital, development capital and closure costs. |
The reader is advised that the PEA is preliminary in nature and is intended to provide only an initial, high-level review of the Project potential and design options. The PEA mine plan and economic model include numerous assumptions and the use of Inferred mineral resources. Inferred mineral resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and to be used in an economic analysis except as allowed for in PEA studies. There is no guarantee that Inferred resources can be converted to Indicated or Measured resources, and as such, there is no certainty that the PEA or Project economics described herein will be realized or achieved.
Economic Sensitivities
The Project economics and cash flows are highly sensitive to changes in the price of gold, for further details please refer to the Company’s MD&A for the year ended December 31, 2024, available at www.sedarplus.ca.
Mineral Resource Estimate
Following the updated Mineral Resource Estimates at Pitt Gold and Duquesne, in August 2023 the consolidated Duparquet Project contains 3.44 million ounces of gold in the Measured & Indicated category, grading 1.55 g/t Au, and an additional 2.64 million ounces of gold in the Inferred category, grading 1.62 g/t Au (see Table 3).
Table 3: Duparquet Gold Project Consolidated Mineral Resource Estimate (Effective August 31, 2023)
| Area (mining method) | Cut-off (g/t) | Measured Resource | Indicated Resource | Inferred Resource | ||||||
| Tonnage (t) | Au (g/t) | Ounces | Tonnage (t) | Au (g/t) | Ounces | Tonnage (t) | Au (g/t) | Ounces | ||
| Open Pit | 0.40 | 163,700 | 1.37 | 7,200 | 59,410,600 | 1.52 | 2,909,600 | 34,633,000 | 1.16 | 1,286,400 |
| UG Mining | 1.50 | - | - | - | 5,506,900 | 2.26 | 399,300 | 16,189,000 | 2.60 | 1,354,100 |
| Tailings | 0.40 | 19,900 | 2.03 | 1,300 | 4,105,200 | 0.93 | 123,200 | - | - | - |
| Total |
| 183,600 | 1.43 | 8,500 | 69,022,700 | 1.55 | 3,432,100 | 50,822,000 | 1.62 | 2,640,500 |
| Page 9 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
Exploration Program
First Mining has been actively advancing exploration at the Duparquet Gold Project since 2023. The maiden diamond drilling program, completed in 2023, totaled 6,963m in 17 holes, with results supporting the delineation of several significant discoveries and follow-up targets. Drilling continued through 2024, with an additional 31 holes and over 12,420m drilled, with results further advancing resource extension opportunities, and discovery of new zones.
In early March, First Mining commenced its 2025 exploration program at Duparquet with the Phase 3B winter program, consisting of one drill rig targeting the recent discovery zone, Miroir, and following up on further extensional opportunities at the Central Duparquet-Valentre-Dumico target area. The Company brought on a second drill rig in Q2 2025 for the start of the Phase 4 program, and is focusing on further advancing select priority targets (North Zone, Buzz, Miroir, Aiguille, and South Zone), for resource growth potential and regional target discovery opportunities.
The 2025 drilling has focused on expanding known mineralized zones and testing new areas of interest. At the Miroir discovery zone, located near surface, recent drilling has extended the gold-bearing structure to approximately 100m along strike. Notable results include drill hole DUP25-052 that returned 2.77 g/t Au over 11.1m, including 4.36 g/t over 6.5m, and drill hole DUP25-054 that returned 1.41 g/t Au over 11.9m, including 2.52 g/t over 5.25m. These results build upon earlier drill intercepts in the area, such as 3.12 g/t Au over 19.35m in hole DUP24-048 and support the continued potential for near-surface resource growth.
Drilling has also successfully extended mineralization at the Valentre Target, located approximately 225m south of Miroir. Recent results from drill hole DUP25-054 confirmed the presence of high-grade gold mineralization at depth, with 3.96 g/t Au over 9.3m, including 5.71 g/t over 5.8m at a vertical depth of 330m. These results confirm the continuity of the mineralized system at Valentre and demonstrate the potential for further expansion at depth.
Highlights from the most recent drilling (reported 14 July 2025) include the newly discovered “Minuit” zone, located 75m north of the historical Donchester Mine, that returned multiple significant intercepts in drill hole DUP25-059, highlighted by 2.25 g/t Au over 12.8m, including 4.08 g/t Au over 4.0m. The discovery was made via a drill hole targeting a western down-dip extension of the South Zone which successfully encountered strong mineralization within an underexplored area located approximately 75m into the footwall of the past-producing Donchester Mine. In addition to the new discovery, drill hole DUP25-059 further returned an impressive intersection of 1.21 g/t Au over 60.2m, including 4.1 g/t Au over 4.3m, within Zone 3 of the Project’s current resource area, validating large scale continuity of modelled gold mineralization striking east-west at the southern contact of the Beattie Syenite.
Environmental and Permitting
First Mining has initiated discussions with the relevant Quebec ministries to address environmental and legacy issues as part of the redevelopment of the property. On February 15, 2023, the Company’s wholly-owned subsidiary received a Notice of Non-Compliance from the Ministry of the Environment, the Fight Against Climate Change, Wildlife and Parks (“MELCCFP”) in Quebec regarding historical storage of mine byproduct material on the Duparquet property. Since acquiring the Duparquet Project, the Company has been proactively working with MELCCFP in respect of this historical environmental issue and on March 31, 2023, the Company’s wholly-owned subsidiary Eldorado Gold Mines filed an initial management plan with MELCCFP. The Company subsequently filed a response to comments made by the MELCCFP on the groundwater monitoring plan for historical tailings on June 30, 2023. Positive discussions with the MELCCFP are ongoing and a permit application was submitted in Q1 2025 to allow for the removal of the historical mine byproduct material and secure storage on a proposed new storage pad at the future processing plant location. The permit for the work was received on July 8, 2025 and the contract was awarded to the approved vendor. Based on the contract, the environmental remediation provision has been increased by $361,400. Construction of the storage pad is anticipated to occur in H2 2025 in preparation for material storage in 2026. Targeted completion of the pad construction is in November 2025. The Company is committed to working in partnership with the municipality of Duparquet, citizens and Indigenous communities.
Future Work Plans
First Mining aims to complete an approximate 18,000m of exploration drilling during 2025 at the Duparquet Gold project, focusing on advancing priority targets that are aligned to resource growth potential which will further unlock an important regional gold endowment supportive of future development optionality. Since April, two drill rigs have been advancing at priority targets, and regional field work has been underway since May. The 2025 program will be the largest exploration drill program undertaken by the Company since acquiring full ownership of the Project in 2022.
| Page 10 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
Other Projects
Cameron Gold Project, Ontario
The Cameron Gold Project consists of a district-scale, 528 square kilometre (53,000 ha) mineral tenure package in northern Ontario, encompassing the Cameron Gold Deposit, the West Cedartree deposits (including Dubenski and Dogpaw), the East Cedartree deposit, and several other highly prospective gold showings that have historically been explored by both surface and underground drilling and mine development.
The project is centered around the foundational resource of the Cameron gold deposit containing 464,000 oz Au in the Measured and Indicated categories, and an additional 533,000 oz Au in the Inferred category. Further details are available in the NI-43-101 Technical Report entitled “Technical Report on the Cameron Gold Deposit, Ontario, Canada” dated January 17, 2017, which is available under the Company’s SEDAR+ profile at www.sedarplus.ca.
During the six months ended June 30, 2025, overall spend at the Cameron project was approximately $74,000, of which 64% is attributable to salaries.
Pickle Crow Gold Project, Ontario (30% Project Interest)
First Mining owns a 30% interest in PC Gold, the joint venture company that owns the Pickle Crow Gold Project. First Mining’s joint venture partner FireFly Metals (“FireFly”) owns the remaining 70% of PC Gold and is the current operator of the Pickle Crow Gold Project.
The Pickle Crow Gold Project hosts an Inferred Mineral Resource of 9.4 Mt grading 4.1 g/t Au and containing 1,230,500 oz Au. The technical report in support of these resources, entitled “An Updated Mineral Resource Estimate for the Pickle Crow Property, Patricia Mining Division, Northwestern Ontario, Canada” and dated June 15, 2018, was prepared for us by Micon International Limited in accordance with NI 43-101, and is available under our SEDAR+ profile at www.sedarplus.ca.
Hope Brook Gold Project, Newfoundland (20% Project Interest)
First Mining owns a 20% interest in the Hope Brook Gold Project as of June 30, 2025. First Mining’s joint venture partner is Big Ridge Gold Corp. (“Big Ridge”) who owns the remaining 80% of the Hope Brook Project and is the current operator. On July 7, 2025, the Company announced the sale of its remaining 20% project interest in the Hope Brook Gold Project for total consideration comprised of $3 million in cash and 7 million common shares of Big Ridge. The transaction closed on July 31, 2025.
Earn-In Agreement with Big Ridge Gold
On March 21, 2024, the Company amended its previously completed Earn-In Agreement between the Company and Big Ridge. As part of the terms of the amending agreement, the Company granted Big Ridge the exclusive right and option to increase its undivided interest in and to the property from 51% to 80% in exchange for 10,000,000 Big Ridge Shares, effectively exercising Stage 2 of the amended Earn-In agreement. In addition, the Company sold a total of 36,500,000 Big Ridge shares for $0.05 a share, resulting in gross proceeds of $1,825,000 received prior to March 31, 2024. With the completion of the Stage 2 Earn-In, First Mining holds a 20% interest in Hope Brook, which will be free carried until the completion of a Feasibility Study by Big Ridge.
The Company valued the retained project interest based on the estimated fair value of the transfer of interest in the property in accordance with the Earn-In Agreement, resulting in an impairment loss of $11,955,000 during the period ended March 31, 2024.
| Page 11 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
SELECT QUARTERLY FINANCIAL INFORMATION (in ‘000s)
|
| 2025-Q2 | 2025-Q1 | 2024-Q4 | 2024-Q3 | 2024-Q2 | 2024-Q1 | 2023-Q4 | 2023-Q3 |
|
| Net income (loss) | (5,010) | (19,087) | 19,139 | (5,589) | (10,564) | (18,300) | (8,038) | 624 |
|
| Impairment of non-current assets | - | - | - | - | - | (11,955) | - | (1,545) |
|
| Total cash used in operating activities | (1,103) | (1,817) | (1,289) | (218) | (409) | (2,036) | (798) | (1,094) |
|
| Basic and diluted net income (loss) per share (in dollars) | (0.00) | (0.02) | 0.02 | (0.01) | (0.01) | (0.02) | (0.01) | - |
|
|
| 2025-Q2 | 2025-Q1 | 2024-Q4 | 2024-Q3 | 2024-Q2 | 2024-Q1 | 2023-Q4 | 2023-Q3 |
|
| Cash and cash equivalents | 5,190 | 10,102 | 11,351 | 10,368 | 10,368 | 7,732 | 12,211 | 1,949 |
|
| Short-term investments | - | - | - | - | - | - | - | 4,798 |
|
| Marketable securities | 587 | 1,630 | 2,388 | 2,845 | 2,845 | 106 | 263 | 30 |
|
| Working capital (deficit) (1) | (330) | 3,499 | 744 | 1,943 | 1,943 | (1,687) | 2,162 | (3,049) |
|
| Mineral properties | 265,532 | 259,219 | 256,059 | 240,964 | 240,964 | 235,830 | 244,234 | 239,500 |
|
| Investment in NexGold Mining Corp. (2) | - | - | - | - | - | 3,034 | 3,269 | 3,302 |
|
| Investment in PC Gold Inc. | 21,524 | 21,525 | 21,527 | 21,527 | 21,527 | 21,527 | 21,527 | 21,528 |
|
| Investment in Big Ridge Gold Corp. | - | - | - | - | - | - | 1,406 | 1,479 |
|
| Total assets | 295,804 | 295,446 | 294,852 | 271,528 | 278,899 | 271,528 | 289,067 | 276,098 |
|
| Total non-current liabilities | 62,594 | 59,113 | 36,095 | 40,508 | 51,094 | 40,508 | 36,486 | 29,473 |
|
|
| (1) | These are non-IFRS measures with no standardized meaning under IFRS Accounting Standards. Refer to the section in this MD&A titled “Non-IFRS Measures” and “Trends in Liquidity, Working Capital, and Capital Resources”. |
|
| (2) | During Q2 2024, the Company reclassified its equity investment in NexGold Mining Corp to marketable securities as a partial disposition of its interest to strengthen its liquidity position. |
Key trends in the quarterly results are as follows:
Net loss – The current period net loss is primarily driven by the $3.5 million fair value loss in Q2 2025 attributed to the Company’s Silver Stream liability, whereas the prior year comparable period net loss is primarily comprised of the $11 million fair value loss in the Silver Stream liability in Q2 2024.
Cash and cash equivalents – The decrease in cash and cash equivalents held at June 30, 2025 compared to December 31, 2024 was primarily due to cash used in operating activities and at the Company’s mineral projects, particularly at Springpole and Duparquet. This was offset by the receipt of US$5 million from First Majestic.
Total assets – The small increase in total assets held at June 30, 2025, was mainly due to the receipt of the final tranche of US$5 million from First Majestic on March 28, 2025, partially offset by cash used to paydown accounts payable.
Non-current liabilities – Changes predominantly due to the Silver Stream derivative liability fair value movement at each period end date.
| Page 12 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
RESULTS OF CONTINUING OPERATIONS
Second Quarter 2025 compared to Second Quarter 2024
For the three months ended June 30, 2025, net loss decreased by $5.6 million compared to the prior year comparable period. The most significant components of this overall change are explained by the following:
| Income Statement Category | Three months ended June 30, |
|
|
| ||
| (in $000s) | 2025 | 2024 | Variance |
| Explanation |
|
| Loss from operational activities |
|
|
|
|
|
|
| General and administration | 1,220 | 945 | 275 |
| Higher due to the increase in professional and insurance expenses in the current period as well as the timing of recurring expenditures. |
|
| Exploration and evaluation | 225 | 179 | 46 |
| Higher due to exploration software which are new costs in the current period. |
|
| Investor relations and marketing communications | 507 | 316 | 191 |
| Higher expense on marketing in order to raise investor awareness for financings. |
|
| Corporate development and due diligence | 174 | 175 | (1) |
| Immaterial change. |
|
| Loss from operational activities | 2,126 | 1,615 | 511 |
|
|
|
| Other items |
|
|
|
|
|
|
| Interest and other income | (64) | (246) | 182 |
| Variance primarily due to $160K received from sale of Molybdenum by-product at Duparquet in Q2 2024. |
|
| (Gain)/loss on sale of marketable securities | (252) | 13 | (265) |
| Primarily due to gain on sale of marketable securities. |
|
| Foreign exchange loss/(gain) | 205 | (32) | 237 |
| Loss in the current period is due to the unfavorable movement in the USD/CAD rates compared to a gain in the comparative period. |
|
| Other expenses | 23 | (105) | 128 |
| Reclass of costs related to Molybdenum sales in 2024. |
|
| Fair value loss on Silver Stream liability | 3,499 | 10,985 | (7,486) |
| Primarily due to an a 2% increase in forward curve for Q2 2025 versus a 24 % increase in Q2 2024 |
|
| Deferred income tax recovery | (528) | (442) | (86) |
| Due to amortization of flow through share liability driven by incurring eligible expenditures. |
|
| Equity (gain)/loss of equity accounted investments | 1 | (1,224) | 1,225 |
| Equity loss for investments held in Treasury Metals, Big Ridge and PC Gold in Q2 2025 vs gain on PC Gold in Q2 2024. |
|
| Net loss for the period | 5,010 | 10,564 | (5,554) |
|
|
|
| Other comprehensive loss |
|
|
|
|
|
|
| Fair value gain/(loss) on marketable securities | 8 | (230) | 238 |
| Primarily due to mark-to-mark adjustments on marketable securities. |
|
| Net loss and comprehensive loss | 5,002 | 10,794 | (5,792) |
|
|
|
| Page 13 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
Six Months ended June 30, 2025 compared to Six Months ended June 30, 2024
For the six months ended June 30, 2025, net loss decreased by $4.8 million compared to the prior year comparable period. The most significant components of this overall change are explained by the following:
| Income Statement Category | Six months ended June 30, |
|
|
| ||
| (in $000s) | 2025 | 2024 | Variance |
| Explanation |
|
| Loss from operational activities |
|
|
|
|
|
|
| General and administration | 2,348 | 2,198 | 150 |
| Higher due to the increase in professional and insurance expenses in the current period as well as the timing of recurring expenditures. |
|
| Exploration and evaluation | 435 | 400 | 35 |
| Immaterial. |
|
| Investor relations and marketing communications | 929 | 700 | 229 |
| Higher expense on marketing and in order to raise investor awareness for financings. |
|
| Corporate development and due diligence | 410 | 449 | (39) |
| Immaterial. |
|
| Impairment of non-current assets | - | 11,955 | (11,955) |
| Hope Brook Impairment in Q1 2024. |
|
| Loss from operational activities | 4,122 | 15,702 | (11,580) |
|
|
|
| Other items |
|
|
|
|
|
|
| Interest and other income | (94) | (503) | 409 |
| Variance primarily due to $160K Moly sale and $170K timber sale in YTD 2024. |
|
| (Gain)/loss on sale of marketable securities | (285) | 13 | (298) |
| Primarily due to gain on sale of marketable securities. |
|
| Foreign exchange loss/(gain) | 199 | (108) | 307 |
| Loss in the current period is due to the unfavorable movement in the USD/CAD rates compared to a gain in the comparative period. |
|
| Other expenses | 48 | 89 | (41) |
| Reclass of cost related to Molybdenum sales in 2024. |
|
| Fair value loss on Silver Stream liability | 20,745 | 14,886 | 5,859 |
| Primarily due to the revaluation as a result of a 1% increase in market volatility, 26% increase in forward curve and a 19% increase in the silver spot price compared to Q2 2024. |
|
| Deferred income tax recovery | (641) | (609) | (32) |
| Due to amortization of flow through share liability driven by incurring eligible expenditures. |
|
| Equity (gain)/loss of equity accounted investments | 3 | (605) | 608 |
| Equity loss for investments held in Treasury Metals, Big Ridge and PC Gold in YTD 2025 vs gain on PC Gold in YTD Q2 2024. |
|
| Net loss for the period | 24,097 | 28,865 | (4,768) |
|
|
|
| Other comprehensive loss |
|
|
|
|
|
|
| Fair value loss on marketable securities | (60) | (388) | (448) |
| Primarily due to mark-to-mark adjustments on marketable securities. |
|
| Net loss and comprehensive loss | 24,157 | 29,253 | (5,096) |
|
|
|
| Page 14 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
| (in $000s) |
| Six months ended June 30, |
| ||
|
|
| 2025 |
| 2024 |
|
| CASH PROVIDED BY (USED IN) |
|
|
|
|
|
| Operating activities | $ | (2,920) | $ | (2,445) |
|
| Investing activities |
| (10,130) |
| (6,382) |
|
| Financing activities |
| 7,133 |
| 6,875 |
|
| Foreign exchange effect on cash |
| (244) |
| 109 |
|
| CHANGE IN CASH AND CASH EQUIVALENTS |
| (6,161) |
| (1,843) |
|
| Working Capital (1) |
| (330) |
| 1,943 |
|
| Cash and cash equivalents, beginning |
| 11,351 |
| 12,211 |
|
| Cash and cash equivalents, ending | $ | 5,190 | $ | 10,368 |
|
|
| (1) | Working capital is a non-IFRS measurement with no standardized meaning under IFRS Accounting Standards 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 – Working Capital” and “Trends in Liquidity, Working Capital, and Capital Resources". |
Key reasons for variances over the prior year comparable period include:
|
| · | Cash used in operating activities was relatively consistent over the prior year. |
|
| · | Cash flows related to investing activities during the current period were primarily impacted by the mineral property expenditures, whereas the prior year cash flows were impacted by mineral property expenditures, partially offset by proceeds from the sale of marketable securities. |
|
| · | Working capital is lower at the end of the current period primarily due to the lower cash and marketable securities balances. |
Trends in Liquidity, Working Capital, and Capital Resources
As at June 30, 2025, the Company had cash and cash equivalents of $5,190,000 (December 31, 2024 - $11,351,000), negative working capital of $330,000 (December 31, 2024 - positive $744,000) which is calculated as current assets less current liabilities and accumulated a deficit of $204,992,000 (December 31, 2024 - $180,895,000). The Company had an adjusted working capital balance of $3,644,000 (December 31, 2024 - $4,718,000) when the 10% Option on PC Gold with Firefly from current liabilities, as it does not require a cash outlay. An unspent flow-through expenditure of $1,300,000 (December 31, 2024 - $4,197,000) is required to be spent by December 31, 2025.
During the six months ended June 30, 2025, the Company incurred a net loss of $24,097,000 (2024 - $28,865,000) and used cash in operating activities of $2,920,000 (2024 - $2,445,000). The Company’s operations to date have been financed by the issuance of common shares, sale of investments, assets, and royalties and the exercise of stock options. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and liquidate its investments as necessary. On July 22, 2025, the Company closed a public offering for gross proceeds of $12,000,600. In addition, on August 5, 2025, the Company closed a private placement totaling approximately $24,437,000, which included flow-through unit proceeds of $7,334,000, to further support its capital requirements.
Reconciliation of the Use of Proceeds
The analysis below relates to the two public financings completed by the Company in 2024. The net proceeds were $7,163,000 from the Bought Deal financing closed in September 2024 and $7,204,000 from the Base Shelf Prospectus closed in October 2024.
| Page 15 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
| (in $) | Intended Use of Proceeds | Actual Use of Proceeds | Variance |
| Explanation |
| Total Net Proceeds | 14,367,000 |
|
|
|
|
|
|
|
|
|
|
|
| Expected allocation of proceeds |
|
|
|
|
|
| Continued development of Springpole | 7,979,864 | 7,979,864 | - |
| Funds fully utilized as of Q2 2025 |
| Continued development of Duparquet | 2,609,312 | 2,609,312 | - |
| Funds fully utilized as of Q4 2024 |
| Working capital and corporate costs | 3,777,824 | 3,300,344 | 477,480 |
| Due to timing |
| Total | 14,367,000 | 13,889,520 | 477,480 |
|
|
FINANCIAL INSTRUMENTS
All financial instruments are required to be measured at fair value on initial recognition, net of transaction costs in some cases. 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 Financial Statements, filed on SEDAR+ at www.sedarplus.ca. Risks related to financial instruments are discussed under Risks and Uncertainties.
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.
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.
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 3 other mineral property related companies. Given the current holdings, the exposure risk is not significant.
If the fair value of our investments in equity instruments designated as fair value through other comprehensive income had been 10% higher or lower as at June 30, 2025, other comprehensive loss for the six months ended June 30, 2025 would have decreased or increased, respectively, by $59,000 (2024 - $285,000).
| Page 16 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
Foreign Currency Risk
The Company is exposed to financial risk related to the fluctuation of foreign exchange rates. As at June 30, 2025, the Company was exposed to currency risk on the following financial instruments denominated in US$. The sensitivity of the Company’s net loss due to changes in the exchange rate between the US$ against the Canadian dollar is included in the table below in Canadian dollar equivalents:
| (in $000s) |
| June 30, 2025 |
| |
| Cash, cash equivalents |
| $ | 454 |
|
| Net exposure |
| $ | 454 |
|
| Effect of +/- 10% change in currency |
| $ | 45 |
|
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 instruments impacted by commodity prices are the Silver Stream derivative liability and indirectly the PC Gold Option held relating to the net dilution from Firefly Metals Ltd completing its additional 10% equity interest in PC Gold and reducing First Mining’s ownership to 20%. The Company’s net loss sensitivity changes in commodity price risk would have increased or decreased by approximately $5.6 million if the commodity price had been 10% higher or lower as at June 30, 2025.
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, short-term investments and the reclamation deposit. The Company considers credit risk with respect to its cash and cash equivalents and short-term investments to be immaterial as cash and cash equivalents and short-term investments 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.
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. 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 in this MD&A titled “Financial Liabilities and Commitments” for a summary of the maturities of the Company’s financial liabilities as at June 30, 2025, based on the undiscounted contractual cash flows. As at June 30, 2025, the Company had cash and cash equivalents of $5,190,000 (December 31, 2024 - $11,351,000) (please refer to the section in this MD&A titled “Trends in Liquidity, Working Capital, and Capital Resources”).
RELATED PARTY TRANSACTIONS
The Company’s related parties consist of the key management personnel, Company’s Directors and Officers.
| Page 17 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
Key management of the Company includes the members of the Board of Directors, Officers and Vice Presidents of the Company. The compensation paid or payable to key management for services during the periods ended June 30, 2025 and 2024 is as follows:
| Service or Item |
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
| (in $000s) |
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
| Directors’ fees |
| $ | 97 |
|
| $ | 82 |
|
| $ | 172 |
|
| $ | 156 |
|
| Salaries and consultants’ fees |
|
| 825 |
|
|
| 374 |
|
|
| 1,427 |
|
|
| 850 |
|
| Share-based payments (non-cash) |
|
| 453 |
|
|
| 546 |
|
|
| 1,020 |
|
|
| 854 |
|
| Total |
| $ | 1,375 |
|
| $ | 1,002 |
|
| $ | 2,619 |
|
| $ | 1,860 |
|
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 based on the undiscounted contractual cash flows as at June 30, 2025 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 |
| $ | 3,384 |
|
| $ | 3,384 |
|
| $ | 3,384 |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| Other liabilities |
|
| 192 |
|
|
| 200 |
|
|
| 200 |
|
|
| - |
|
|
| - |
|
|
| - |
|
| Lease liability |
|
| 210 |
|
|
| 240 |
|
|
| 91 |
|
|
| 149 |
|
|
| - |
|
|
| - |
|
| Total |
| $ | 3,786 |
|
| $ | 3,824 |
|
| $ | 3,675 |
|
| $ | 149 |
|
| $ | - |
|
| $ | - |
|
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.
The Company has included certain non-IFRS measures in the annual and quarterly information tables above for the calculation of the working capital 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 Accounting Standards. 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 Standards.
MATERIAL ACCOUNTING POLICIES
The Company’s material accounting policies are in accordance with IFRS Accounting Standards and are disclosed in Financial Statements.
SIGNIFICANT ACCOUNTING JUDGEMENTS AND SOURCES OF ESTIMATION UNCERTAINTY
The Company’s significant accounting judgements and sources of estimation uncertainty are disclosed in the notes to the Financial Statements.
| Page 18 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
NEW ACCOUNTING STANDARDS ISSUED
Certain new accounting standards and interpretations have been published that are either applicable in the current year or not mandatory for the current period. We have assessed these standards, including Amendments to IAS 1 – Non-current Liabilities and Covenants, and determined they do not have a material impact on the Company in the current reporting period. In addition, the following standards have been issued by the IASB and we are currently assessing the impact on our consolidated financial statements:
|
| · | Amendments to the Classification and Measurement of Financial Instruments (IFRS 9 and IFRS 7) with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2026; |
|
| · | IFRS 18 Presentation and Disclosure in Financial Statements with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2027. |
No standards have been early adopted in the current period.
RISKS AND UNCERTAINTIES
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, 2024 filed with Canadian securities regulatory authorities at www.sedarplus.ca, 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.sedarplus.ca 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.
James Maxwell, P.Geo., VP, Exploration and Project Operations for First Mining, is a Qualified Person as defined by NI 43-101, and he has reviewed and approved the scientific and technical disclosure in this MD&A relating to the Company’s mineral projects in Quebec.
SECURITIES OUTSTANDING
As at the date on which this MD&A was approved and authorized for issuance by the Board, the Company had the following outstanding securities.
|
|
| MD&A Date |
| |
| Common Shares |
|
| 1,278,351,543 |
|
| Warrants |
|
| 239,196,734 |
|
| Stock Options |
|
| 73,767,500 |
|
| Restricted Share Units |
|
| 16,242,609 |
|
| Performance Share Units |
|
| 13,611,000 |
|
| Deferred Share Units |
|
| 1,909,000 |
|
DISCLOSURE CONTROLS AND PROCEDURES
The Company’s Management, with the participation of its Chief Executive Officer (“CEO”) and its 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 June 30, 2025, 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 19 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
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 Accounting Standards as issued by the International Accounting Standards Board. The Company’s internal control is effective. 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 Accounting Standards; |
|
| · | 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 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. There have been no significant changes in our internal controls during the six months ended June 30, 2025 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.
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. 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; the Company’s plans to advance the Duparquet Gold Project in 2025 by continuing exploration programs and project derisking coupled with mining scenario optimization studies; statements regarding the next stages and anticipated timing of the metallurgical study or the environmental; statements regarding the completion of a FS for the Springpole Gold Project; statements regarding opportunities to enhance project economics identified under the PFS for the Springpole Gold Project; statements regarding the potential increase in gold and silver recoveries at the Springpole Gold Project; statements regarding opportunities for resource expansion within the existing footprint of Springpole and in the under-explored Birch-Uchi greenstone belt; statements regarding the continuation in 2025 of environmental data collection at Springpole, and consultation and engagement with Indigenous communities, regulators and stakeholders to support the final EA; 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, Final EIS/EA approval for the Springpole Gold Project and the expected timing of such Final EIS/EA approval; statements regarding the Company’s compliance with laws and regulations including, but not limited to environmental laws and regulations; statements regarding the Firefly Metals Ltd 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 including, but not limited to, local Indigenous groups; statements regarding achieving a strong balance sheet and cash position to fund investing activities consistent with the Company’s business strategy; 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; and statements regarding the Company’s intention to continue with the ESG reporting framework outlined in the Company’s third annual ESG report that was published in June 2024.
| Page 20 |
| FIRST MINING GOLD CORP. | Management’s Discussion & Analysis |
| (Presented in Canadian dollars, unless otherwise indicated) | For the three and six months ended June 30, 2025 |
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, 2024 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 made in light of management's experience and perception of historical trends, current conditions and expected future developments 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.
CAUTIONARY NOTE TO U.S. INVESTORS
The technical information contained herein has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the United States securities laws applicable to U.S. companies. 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. Technical disclosure contained in this MD&A has been prepared in accordance with the requirements of United States securities laws as it allows for MJDS filers to use Canadian requirements and uses terms that comply with reporting standards in Canada with certain estimates prepared in accordance with NI 43-101.
NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning the issuer’s material mineral projects.
| Page 21 |
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 June 30, 2025. |
|
|
|
| 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. |
|
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| 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. |
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| 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: |
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| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
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| (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 |
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| (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 |
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| (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). |
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| 5.2 | N/A. |
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| 5.3 | N/A. |
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| 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 January 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 11, 2025
(signed) “Daniel W. Wilton”
Daniel W. Wilton
Chief Executive Officer
EXHIBIT 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Darren Prins, the Interim 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 June 30, 2025. |
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| 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. |
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| 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. |
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| 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. |
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| 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: |
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| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
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| (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 |
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| (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 |
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| (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). |
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| 5.2 | N/A. |
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| 5.3 | N/A. |
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| 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 January 1, 2025 and ended on June 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 11, 2025
(signed) “Darren Prins”
Darren Prins
Interim Chief Financial Officer