First Mining Gold Corp 6-K, filed Aug 8, 2024
First Mining Gold Corp. (FFMGF)
About this 6-K
First Mining Gold Corp filed this 6-K on August 8, 2024.
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 2024
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, 2024 | |
|
| ||
|
|
| 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 7, 2024 |
| /s/ Lisa Peterson |
|
|
|
| Lisa Peterson |
|
|
|
| Chief Financial Officer |
|
| 3 |
EXHIBIT INDEX
| Exhibits |
| Description |
|
| ||
|
| Management’s Discussion & Analysis for the three and six months ended June 30, 2024 | |
|
| ||
|
|
| 4 |
EXHIBIT 99.1
First Mining Gold Corp.
Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2024 and 2023
(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, 2024 AND DECEMBER 31, 2023 (Unaudited - Presented in thousands of Canadian dollars unless otherwise noted) |
|
|
| June 30, 2024 |
|
| December 31, 2023 |
| ||
|
|
|
|
|
|
|
| ||
| Assets |
|
|
|
|
|
| ||
| Current |
|
|
|
|
|
| ||
| Cash and cash equivalents |
| $ | 10,368 |
|
| $ | 12,211 |
|
| Marketable securities (Note 3) |
|
| 2,845 |
|
|
| 263 |
|
| Prepaid expenses, accounts and other receivables (Note 4) |
|
| 809 |
|
|
| 875 |
|
| Total current assets |
|
| 14,022 |
|
|
| 13,349 |
|
|
|
|
|
|
|
|
|
|
|
| Non-current |
|
|
|
|
|
|
|
|
| Mineral properties (Note 5) |
|
| 240,964 |
|
|
| 244,234 |
|
| Investment in PC Gold Inc. (Note 6) |
|
| 21,527 |
|
|
| 21,527 |
|
| Investment in NexGold Mining Corp. (Note 7) |
|
| - |
|
|
| 3,269 |
|
| Investment in Big Ridge Gold Corp. (Note 8) |
|
| - |
|
|
| 1,406 |
|
| Property and equipment |
|
| 2,063 |
|
|
| 2,101 |
|
| Other assets |
|
| 323 |
|
|
| 181 |
|
| Total non-current assets |
|
| 264,877 |
|
|
| 272,718 |
|
| TOTAL ASSETS |
| $ | 278,899 |
|
| $ | 286,067 |
|
|
|
|
|
|
|
|
|
|
|
| LLIABILITIES |
|
|
|
|
|
|
|
|
| Current |
|
|
|
|
|
|
|
|
| Accounts payable and accrued liabilities (Note 11) |
| $ | 4,606 |
|
| $ | 4,828 |
|
| Current portion of lease liability |
|
| 82 |
|
|
| 158 |
|
| Flow-through share premium liability (Note 12) |
|
| 2,415 |
|
|
| 1,225 |
|
| Option – PC Gold (Note 6) |
|
| 4,576 |
|
|
| 4,576 |
|
| Current portion of other liabilities (Note 5 & 9) |
|
| 400 |
|
|
| 400 |
|
| Total current liabilities |
|
| 12,079 |
|
|
| 11,187 |
|
|
|
|
|
|
|
|
|
|
|
| Non-current |
|
|
|
|
|
|
|
|
| Lease liability |
|
| 210 |
|
|
| 14 |
|
| Provision for environmental remediation (Note 5(b)) |
|
| 1,500 |
|
|
| 1,500 |
|
| Provision for Pickle Crow reclamation funding (Note 6) |
|
| 151 |
|
|
| 151 |
|
| Silver Stream derivative liability (Note 10) |
|
| 49,181 |
|
|
| 34,295 |
|
| Other liabilities (Note 5 & 9) |
|
| 52 |
|
|
| 526 |
|
| Total non-current liabilities |
|
| 51,094 |
|
|
| 36,486 |
|
| TOTAL LIABILITIES |
| $ | 63,173 |
|
| $ | 47,673 |
|
|
|
|
|
|
|
|
|
|
|
| SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
| Share capital (Note 13) |
|
| 360,507 |
|
|
| 354,913 |
|
| Warrant and share-based payment reserve (Note 13) |
|
| 54,614 |
|
|
| 53,623 |
|
| Accumulated other comprehensive loss |
|
| (4,949 | ) |
|
| (4,561 | ) |
| Accumulated deficit |
|
| (194,446 | ) |
|
| (165,581 | ) |
| Total shareholders’ equity |
|
| 215,726 |
|
|
| 238,394 |
|
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
| $ | 278,899 |
|
| $ | 286,067 |
|
| Nature of Operations and Going Concern (Note 1) Subsequent Events (Note 18) |
|
|
|
|
|
|
|
|
|
The consolidated financial statements were approved by the Board of Directors:
Signed: “Keith Neumeyer”, Director Signed: “Raymond Polman”, Director | ||||||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
| 2 |
| FIRST MINING GOLD CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (Unaudited - Presented in thousands of Canadian dollars unless otherwise noted) |
|
|
| Three months ended June 30, |
|
| Six months ended June 30, |
| ||||||||||
|
|
| 2024 |
|
| 2023 |
|
| 2024 |
|
| 2023 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| OPERATING EXPENSES (Note 14) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| General and administration |
| $ | 945 |
|
| $ | 1,478 |
|
| $ | 2,198 |
|
| $ | 3,178 |
|
| Exploration and evaluation |
|
| 179 |
|
|
| 146 |
|
|
| 400 |
|
|
| 251 |
|
| Investor relations and marketing communications |
|
| 316 |
|
|
| 322 |
|
|
| 700 |
|
|
| 697 |
|
| Corporate development and due diligence |
|
| 175 |
|
|
| 289 |
|
|
| 449 |
|
|
| 372 |
|
| Impairment of non-current assets (Note 5 (c)) |
|
| - |
|
|
| - |
|
|
| 11,955 |
|
|
| - |
|
| Loss from operational activities |
|
| (1,615 | ) |
|
| (2,235 | ) |
|
| (15,702 | ) |
|
| (4,498 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OTHER ITEMS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gain on disposal of asset |
|
| - |
|
|
| (335 | ) |
|
| - |
|
|
| (7,045 | ) |
| Interest and other income |
|
| (246 | ) |
|
| (163 | ) |
|
| (503 | ) |
|
| (489 | ) |
| Investments fair value (gain)/loss |
|
| 13 |
|
|
| (29 | ) |
|
| 13 |
|
|
| (29 | ) |
| Foreign exchange (gain)/loss |
|
| (32 | ) |
|
| 109 |
|
|
| (108 | ) |
|
| 145 |
|
| Other (income)/expenses |
|
| (105 | ) |
|
| 30 |
|
|
| 89 |
|
|
| 45 |
|
| Fair value loss/(gain) on Silver Stream liability (Note 10) |
|
| 10,985 |
|
|
| (699 | ) |
|
| 14,886 |
|
|
| 2,921 |
|
| Loss before income taxes |
| $ | (12,230 | ) |
| $ | (1,148 | ) |
| $ | (30,079 | ) |
| $ | (46 | ) |
| Deferred income tax recovery |
|
| 442 |
|
|
| 362 |
|
|
| 609 |
|
|
| 953 |
|
| Equity gain/(loss) of equity accounted investments (Note 6,7,8) |
|
| 1,224 |
|
|
| (363 | ) |
|
| 605 |
|
|
| (529 | ) |
| Net (loss)/income for the period |
| $ | (10,564 | ) |
| $ | (1,149 | ) |
| $ | (28,865 | ) |
| $ | 378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OTHER COMPREHENSIVE INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Items that will not be reclassified to net income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investments fair value (loss)/gain |
|
| (230 | ) |
|
| (437 | ) |
|
| (388 | ) |
|
| 34 |
|
| Other comprehensive (loss)/income |
|
| (230 | ) |
|
| (437 | ) |
|
| (388 | ) |
|
| 34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net income (loss) and comprehensive income (loss) for the period |
| $ | (10,794 | ) |
| $ | (1,586 | ) |
| $ | (29,253 | ) |
| $ | 412 |
|
| Income/(loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and Diluted |
| $ | (0.01 | ) |
| $ | (0.00 | ) |
| $ | (0.03 | ) |
| $ | 0.00 |
|
| Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
| 926,731,488 |
|
|
| 810,158,035 |
|
|
| 922,235,196 |
|
|
| 807,997,710 |
|
| Diluted |
|
| 926,731,488 |
|
|
| 810,358,105 |
|
|
| 922,554,906 |
|
|
| 808,197,780 |
|
The accompanying notes are an integral part of these condensed interim consolidated annual financial statements.
| 3 |
| FIRST MINING GOLD CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (Unaudited - Presented in thousands of Canadian dollars unless otherwise noted) |
|
|
| Six months ended June 30, |
| |||||
|
|
| 2024 |
|
| 2023 |
| ||
|
|
|
|
|
|
|
| ||
| Cash flows from operating activities |
|
|
|
|
|
| ||
| Net (loss) income for the period |
| $ | (28,865 | ) |
| $ | 378 |
|
| Adjustments for: |
|
|
|
|
|
|
|
|
| Share-based payments (Note 13) |
|
| 907 |
|
|
| 963 |
|
| Depreciation |
|
| 246 |
|
|
| 237 |
|
| (Gain)/loss on sale of asset |
|
| - |
|
|
| (335 | ) |
| Impairment of non-current asset (Note 5 (c)) |
|
| 11,955 |
|
|
| - |
|
| Gain on investment reclassification |
|
| (145 | ) |
|
| - |
|
| Gain on sale of royalty |
|
| - |
|
|
| (6,710 | ) |
| Investments fair value (gain)/loss |
|
| 13 |
|
|
| (29 | ) |
| Fair value loss on Silver Stream derivative liability (Note 10) |
|
| 14,886 |
|
|
| 2,921 |
|
| Accrued interest receivable |
|
| (82 | ) |
|
| (68 | ) |
| Other expenses |
|
| (5 | ) |
|
| 38 |
|
| Unrealized foreign exchange (gain)/loss |
|
| (108 | ) |
|
| 145 |
|
| Deferred income tax recovery |
|
| (609 | ) |
|
| (953 | ) |
| Equity and dilution loss on equity accounted investments |
|
| (605 | ) |
|
| 529 |
|
| Operating cash flows before movements in working capital |
|
| (2,412 | ) |
|
| (2,884 | ) |
| Changes in non-cash working capital items: |
|
|
|
|
|
|
|
|
| (Increase)/decrease in accounts and other receivables |
|
| (4 | ) |
|
| (63 | ) |
| (Increase)/decrease in prepaid expenditures |
|
| 141 |
|
|
| 1 |
|
| Increase/(decrease) in accounts payables and accrued liabilities |
|
| (170 | ) |
|
| (234 | ) |
| Total cash used in operating activities |
|
| (2,445 | ) |
|
| (3,180 | ) |
| Cash flows from investing activities |
|
|
|
|
|
|
|
|
| Mineral property expenditures (Note 5) |
|
| (9,350 | ) |
|
| (9,981 | ) |
| Proceeds from sale of investments (Note 3 & 8) |
|
| 3,228 |
|
|
| 462 |
|
| Property and equipment purchases |
|
| (160 | ) |
|
| (319 | ) |
| Proceeds from sale of royalties |
|
| - |
|
|
| 4,680 |
|
| Cash expended in acquisitions |
|
| (100 | ) |
|
| - |
|
| Investment in Guaranteed Investment Certificate |
|
| - |
|
|
| (4,797 | ) |
| Total cash used in investing activities |
|
| (6,382 | ) |
|
| (9,955 | ) |
| Cash flows from financing activities |
|
|
|
|
|
|
|
|
| Proceeds from private placements (Note 13) |
|
| 6,950 |
|
|
| 5,000 |
|
| Share issuance cost |
|
| 9 |
|
|
| (127 | ) |
| Repayment of lease liability |
|
| (71 | ) |
|
| (70 | ) |
| Finance costs paid |
|
| (13 | ) |
|
| (14 | ) |
| Total cash used in financing activities |
|
| 6,875 |
|
|
| 4,789 |
|
| Foreign exchange effect on cash |
|
| 109 |
|
|
| 22 |
|
| Change in cash and cash equivalents |
|
| (1,843 | ) |
|
| (8,324 | ) |
| Cash and cash equivalents, beginning |
|
| 12,211 |
|
|
| 13,558 |
|
| Cash and cash equivalents, ending |
| $ | 10,368 |
|
| $ | 5,234 |
|
| Cash |
|
| 8,045 |
|
|
| 5,151 |
|
| Term deposits |
|
| 2,323 |
|
|
| 83 |
|
| Cash and cash equivalents, ending |
| $ | 10,368 |
|
| $ | 5,234 |
|
The accompanying notes are an integral part of these condensed interim consolidated annual financial statements.
| 4 |
| FIRST MINING GOLD CORP. CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (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 income (loss) |
|
| Accumulated deficit |
|
| Total |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Balance as at December 31, 2022 |
|
| 802,226,149 |
|
| $ | 340,963 |
|
| $ | 25,063 |
|
| $ | 24,526 |
|
| $ | (4,337 | ) |
| $ | (158,545 | ) |
| $ | 227,670 |
|
| Proceeds from private placements |
|
| 18,518,519 |
|
|
| 4,676 |
|
|
| 324 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 5,000 |
|
| Flow through share premium liability |
|
| - |
|
|
| (1,759 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (1,759 | ) |
| Share issuance cost |
|
| - |
|
|
| (127 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (127 | ) |
| Shares issuance on acquisition of mineral properties and property, plant and equipment |
|
| 6,445,393 |
|
|
| 1,307 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,307 |
|
| Settlement of restricted share units |
|
| 539,998 |
|
|
| 177 |
|
|
| - |
|
|
| (177 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
| Share-based payments |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,877 |
|
|
| - |
|
|
| - |
|
|
| 1,877 |
|
| Income for the period |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 378 |
|
|
| 378 |
|
| Other comprehensive income/(loss) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 34 |
|
|
| - |
|
|
| 34 |
|
| Balance as at June 30, 2023 |
|
| 827,730,059 |
|
| $ | 345,237 |
|
| $ | 25,387 |
|
| $ | 26,226 |
|
| $ | (4,303 | ) |
| $ | (158,167 | ) |
| $ | 234,380 |
|
| 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 |
|
| Share issued for finders’ fee |
|
| 2,740,376 |
|
|
| 345 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 345 |
|
| Share issuance cost |
|
| - |
|
|
| (404 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (404 | ) |
| Flow-through share premium liability |
|
| - |
|
|
| (1,798 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (1,798 | ) |
| Shares issuance on acquisition of mineral properties and property, plant and equipment (Note 5 & 9) |
|
| 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 income/(loss) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (388 | ) |
|
| - |
|
|
| (388 | ) |
| Balance as at June 30, 2024 |
|
| 963,359,362 |
|
| $ | 360,507 |
|
| $ | 26,453 |
|
| $ | 28,161 |
|
| $ | (4,949 | ) |
| $ | (194,446 | ) |
| $ | 215,726 |
|
The accompanying notes are an integral part of these condensed interim consolidated interim financial statements.
| 5 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
1. NATURE OF OPERATIONS AND GOING CONCERN
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.
Going Concern
The Company’s unaudited condensed interim consolidated 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, 2024 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. Future operations of the Company are dependent upon its ability to raise additional equity financing and maintain sufficient working capital and upon future production or proceeds from the dispositions of its mineral property interests.
As of June 30, 2024, the Company had cash and cash equivalents of $10,368,000, a working capital of $1,943,000, which is calculated as current assets less current liabilities, and accumulated deficit of $194,446,000. For the six months ended June 30, 2024, the Company incurred a net loss of $28,865,000 and used cash in operating activities of $2,412,000. The Company’s operations to date have been financed by the issuance of common shares, sale of investments 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. There can be no assurance that the Company will be able to continue to secure additional financings in the future, and if they are secured, that they would be on terms that are favourable. This gives rise to a material uncertainty that may raise substantial doubt about the Company’s ability to continue as a going concern.
These unaudited condensed interim consolidated financial statements do not give effect to any adjustments to the carrying values of the assets and liabilities, the reported expenses, and the statements of financial position classifications used that would be necessary should the Company be unable to continue as going concern. Such adjustments could be material.
| 6 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
2. BASIS OF PRESENTATION
These unaudited condensed interim financial statements (“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 notes to the Company’s audited financial statements for the years ended December 31, 2023 and 2022.
These financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit and loss or fair value through other comprehensive income (loss), which are stated at their fair value. The 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 Canadian subsidiaries is the Canadian dollar.
In preparing the Company’s financial statements for the three and six months ended June 30, 2024, the Company used the same accounting policies, methods of computation and accounting policy judgments and estimates as in the annual consolidated financial statements for the year ended December 31, 2023. Additionally, the areas of estimation uncertainty remain unchanged from those disclosed in the annual consolidated financial statements. There are no IFRS standards, IFRS amendments and IFRS interpretations that are not yet effective that, if adopted, would be expected to have a material impact on the Company’s condensed interim consolidated financial statements.
The accounts of subsidiaries are prepared for the same reporting period as the parent company, using 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 7, 2024.
| 7 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
3. MARKETABLE SECURITIES
The movements in marketable securities during the six months ended June 30, 2024 and year ended December 31, 2023 are summarized as follows:
|
|
| Total Marketable Securities (FVTOCI) |
| |
| Balance as at December 31, 2022 |
| $ | 184 |
|
| Additions |
|
| 2,479 |
|
| Disposals |
|
| (2,322 | ) |
| Loss recorded in other comprehensive loss |
|
| (78 | ) |
| Balance as at December 31, 2023 |
| $ | 263 |
|
| Additions |
|
| 3,401 |
|
| Disposals |
|
| (431 | ) |
| Loss recorded in other comprehensive loss |
|
| (388 | ) |
| Balance as at June 30, 2024 |
| $ | 2,845 |
|
The Company holds securities of publicly traded companies as strategic interests. The investments where the Company does not have significant influence are classified as marketable securities which are designated as FVTOCI.
As the Company’s holding of NexGold’s shares decreased in Q2 2024, the Company no longer exerted significant influence over NexGold resulting in discontinued use of the equity method to account for the investment. The Company subsequently reclassified the investment as marketable securities as of May 6, 2024 (see Note 7).
As of June 30, 2024, the Company held common shares of NexGold Mining Corp. (“NexGold”, formerly Treasury Metals Inc.), Grid Metals Corp. and Patriot Lithium Limited.
4. PREPAID EXPENSES, ACCOUNTS AND OTHER RECEIVABLES
|
|
| June 30, 2024 |
|
| December 31, 2023 |
| ||
| GST and HST receivables |
| $ | 269 |
|
| $ | 344 |
|
| Other receivables |
|
| 316 |
|
|
| 156 |
|
| Prepaid expenses |
|
| 224 |
|
|
| 375 |
|
|
|
| $ | 809 |
|
| $ | 875 |
|
| 8 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
5. MINERAL PROPERTIES
As at June 30, 2024 and December 31, 2023, the Company had the following mineral properties:
|
|
| Springpole |
|
| Birch- Uchi (Note 5(a)) |
|
| Duparquet (Note 5(b)) |
|
| Cameron |
|
| Hope Brook (Note 5(c)) |
|
| Others |
|
| Total |
| |||||||
| Balance December 31, 2023 |
| $ | 138,957 |
|
| $ | 7,983 |
|
| $ | 48,594 |
|
| $ | 32,848 |
|
| $ | 15,852 |
|
| $ | - |
|
| $ | 244,234 |
|
| Acquisition |
|
| - |
|
|
| 230 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 230 |
|
| Concessions, taxes and royalties |
|
| 241 |
|
|
| - |
|
|
| 39 |
|
|
| 15 |
|
|
| - |
|
|
| - |
|
|
| 295 |
|
| Salaries and share-based payments |
|
| 1,036 |
|
|
| 55 |
|
|
| 592 |
|
|
| 60 |
|
|
| - |
|
|
| - |
|
|
| 1,743 |
|
| Drilling, exploration, and technical consulting |
|
| 199 |
|
|
| 30 |
|
|
| 776 |
|
|
| 6 |
|
|
| - |
|
|
| - |
|
|
| 1,011 |
|
| Assaying, field supplies, and environmental |
|
| 4,770 |
|
|
| 23 |
|
|
| 546 |
|
|
| 29 |
|
|
| 1 |
|
|
| - |
|
|
| 5,369 |
|
| Travel and other expenses |
|
| 843 |
|
|
| (8 | ) |
|
| 99 |
|
|
| 5 |
|
|
| - |
|
|
| - |
|
|
| 939 |
|
| Total Expenditures |
| $ | 7,089 |
|
| $ | 330 |
|
| $ | 2,052 |
|
| $ | 115 |
|
| $ | 1 |
|
| $ | - |
|
| $ | 9,587 |
|
| Tax recovery received and impairment |
|
| - |
|
|
| - |
|
|
| (102 | ) |
|
| - |
|
|
| (12,755 | ) |
|
| - |
|
|
| (12,857 | ) |
| Balance June 30, 2024 |
| $ | 146,046 |
|
| $ | 8,313 |
|
| $ | 50,544 |
|
| $ | 32,963 |
|
| $ | 3,098 |
|
| $ | - |
|
| $ | 240,964 |
|
|
|
| Springpole |
|
| Birch- Uchi (Note 5(a)) |
|
| Duparquet (Note 5(b)) |
|
| Cameron |
|
| Hope Brook (Note 5(c)) |
|
| Others |
|
| Total |
| |||||||
| Balance December 31, 2022 |
| $ | 125,829 |
|
| $ | 3,871 |
|
| $ | 42,886 |
|
| $ | 32,581 |
|
| $ | 15,852 |
|
| $ | 128 |
|
| $ | 221,147 |
|
| Acquisition |
|
| 1,192 |
|
|
| 450 |
|
|
| 513 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2,155 |
|
| Concessions, taxes and royalties |
|
| 405 |
|
|
| - |
|
|
| 28 |
|
|
| 23 |
|
|
| - |
|
|
| - |
|
|
| 456 |
|
| Salaries and share-based payments |
|
| 2,509 |
|
|
| 862 |
|
|
| 1,293 |
|
|
| 111 |
|
|
| - |
|
|
| - |
|
|
| 4,775 |
|
| Drilling, exploration, and technical consulting |
|
| 1,654 |
|
|
| 1,080 |
|
|
| 1,146 |
|
|
| 22 |
|
|
| - |
|
|
| - |
|
|
| 3,902 |
|
| Assaying, field supplies, and environmental |
|
| 6,464 |
|
|
| 1,143 |
|
|
| 2,570 |
|
|
| 85 |
|
|
| - |
|
|
| - |
|
|
| 10,262 |
|
| Travel and other expenses |
|
| 904 |
|
|
| 577 |
|
|
| 158 |
|
|
| 26 |
|
|
| - |
|
|
| - |
|
|
| 1,665 |
|
| Total Expenditures |
| $ | 13,128 |
|
| $ | 4,112 |
|
| $ | 5,708 |
|
| $ | 267 |
|
| $ | - |
|
| $ | - |
|
| $ | 23,215 |
|
| Option payments received |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (128 | ) |
|
| (128 | ) |
| Balance December 31, 2023 |
| $ | 138,957 |
|
| $ | 7,983 |
|
| $ | 48,594 |
|
| $ | 32,848 |
|
| $ | 15,852 |
|
| $ | - |
|
| $ | 244,234 |
|
| 9 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
5. 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) Birch-Uchi Properties
(i) Swain Post property option
On February 26, 2021, the Company entered into a three year earn-in agreement with Exiro Minerals Corp. (“Exiro”) pursuant to which First Mining may earn a 100% interest in Exiro’s Swain Post property (“Swain Post Property”) in northwestern Ontario by making total cash and share payments of $335,000 to Exiro during the term of the option, and by completing all assessment work requirements on the Swain Post Property during the three-year option term. During the six months ended June 30, 2024, the Company issued 641,026 common shares valued at $75,000 under the terms of the earn-in agreement. As of June 30, 2024, the Company has made total payments of $335,000 comprised of $60,000 in cash and issued common shares worth of $275,000 and has exercised the option to own a 100% interest in Exiro’s Swain Post Property.
(ii) Swain Lake property option
On April 28, 2021, the Company entered into an earn-in agreement with Whitefish Exploration Inc. (“Whitefish”), which gives First Mining the option to earn up to a 100% interest in Whitefish’s Swain Lake project (“Swain Lake”) in northwestern Ontario in two stages over a period of five years. First Mining may earn a 70% interest in Swain Lake by making cash payments totaling $200,000 and share payments totaling $425,000, and by incurring at least $500,000 worth of expenditures on the Swain Lake Property during the first three years of the earn-in term. Upon completing the first stage of the earn-in, First Mining will hold a 70% interest in the Swain Lake Property and will have an additional period of two years within which to acquire the remaining 30% interest in the Swain Lake Property by paying $1,000,000 in cash and issuing $1,000,000 worth of First Mining common shares to Whitefish.
On April 5, 2024, the Company and Whitefish agreed to amend the earn-in agreement to amend the future cash and share payment requirements by issuing $155,000 worth of First Mining common shares to Whitefish on or before the third anniversary of the Closing Date of the original agreement. In Q2 2024, the Company issued 2,234,525 common shares valued at $480,000 and made a cash payment of $150,000 under the terms of the earn-in agreement. As a result, the Company completed its 3-year option agreement with Whitefish Exploration Inc. on the Swain Lake property, and 70% ownership of the property, which comprises 82 mining claims over an area of 1,656 hectares, was transferred to First Mining.
(iii) Vixen properties acquisition
On September 15, 2021, the Company entered into a three-year option agreement with ALX Resources Corp. (“ALX”) pursuant to which First Mining may earn up to a 100% interest in ALX’s Vixen North, Vixen South and Vixen West properties (the “Vixen Properties”) in northwestern Ontario in two stages over a period of five years. First Mining may earn a 70% interest in the Vixen Properties by making cash payments totalling $550,000 and share payments totalling $400,000 to ALX during the initial three-year option term, and by incurring at least $500,000 worth of expenditures on the property during the initial three-year option term.
On September 15, 2023, the Company and ALX agreed to amend the option agreement for the first stage of the earn-in to issue common shares instead of cash payment for future anniversary payments as follows:
| 10 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
5. MINERAL PROPERTIES (continued)
|
| · | On or before the second anniversary of the Closing Date, the Company is to issue to ALX common shares of the Company’s shares equal to $175,000 (issued); |
|
| · | On or before the third anniversary of the Closing Date, the Company is to issue to ALX commons shares of the Company’s shares equal to $175,000; |
|
| · | On or before the fourth anniversary of the Closing Date, the Company is to issue to ALX common shares of the Company’s shares equal to $100,000; |
|
| · | On or before the fifth anniversary of the Closing Date, the Company to incur and fund expenditures on the property of not less than $500,000. |
Pursuant to the amended agreement, the Company issued common shares of $175,000 during the year ended December 31, 2023. As of June 30, 2024, the Company has made payments of $350,000 in cash and issued common shares worth $375,000.
(iv) Birch Lake properties acquisition
On October 11, 2021, the Company entered into an earn-in agreement with Pelangio Exploration Inc. (“Pelangio”) pursuant to which First Mining may earn up to an 80% interest in Pelangio’s Birch Lake properties (the “Birch Lake Properties”) in two stages over a period of six years. First Mining may earn a 51% interest in the Birch Lake Properties by making cash payments totaling $350,000 and issuing in aggregate 1,300,000 First Mining common shares and by incurring at least $1,750,000 worth of expenditures on the Birch Lake Properties during the first four years of the earn-in term. Upon completing the first stage of the earn-in, First Mining will hold a 51% interest in the Birch Lake Properties and will have an additional period of 2 years to acquire a further 29% interest in the Birch Lake Properties by paying $400,000 to Pelangio in cash or issuing First Mining common shares, at First Mining’s sole discretion, and by incurring an additional $1,750,000 worth of expenditures on the Birch Lake Properties.
On October 12, 2023, the Company and Pelangio agreed to amend the earn-in agreement to amend the future cash and share payment requirements to have an additional period of 3 years to complete the first stage of the earn-in. Pursuant to the amended agreement, the Company paid $10,000 in cash and issued 250,000 common shares during the three months ended December 31, 2023. The agreement gives the Company the right to earn, through Gold Canyon, up to an 80% interest in Pelangio’s Birch Lake and Birch Lake West properties. As of June 30, 2024, the Company has made payments of $110,000 in cash and issued common shares worth $153,750.
On January 13, 2023, a subsidiary of the Company acquired the net assets of a private Company associated with Birch Lake and Casummit Lake properties for a total consideration of $600,000 cash and 3.5 million of First Mining common shares. $100,000 was paid prior to December 31, 2022, $100,000 cash was paid on closing, with the remaining cash to be paid as follows:
|
| · | $100,000 cash payable on the first anniversary of the Closing Date (Paid). |
|
| · | $100,000 cash payable on the second anniversary of the Closing Date. |
|
| · | $200,000 cash payable on the third anniversary of the Closing Date. |
2,000,000 common shares were issued on closing and the remaining shares will be issued as follows:
|
| · | 500,000 issued in January 2024, the first anniversary of the Closing Date. |
|
| · | 1,000,000 common shares will be issued on the earlier of the third anniversary of closing and the date of a positive decision regarding the environmental assessment of the Springpole properties. |
| 11 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
5. MINERAL PROPERTIES (continued)
(v) Stargazer properties acquisition
On October 29, 2021, the Company entered into a three year earn-in agreement with a private individual pursuant to which First Mining may earn a 100% interest in the Stargazer concession and other properties (“Stargazer Properties”) in northwestern Ontario by making cash and share payments of $250,000 to the private individual during the term of the option, and by incurring at least $350,000 worth of expenditures on the Stargazer Properties during the three-year option term. On November 5, 2023, the Company entered into an amended agreement to amend the original terms of cash and share payments of $250,000 to $236,000 and the Company is to incur $300,000 worth of expenditures instead of $350,000. The remaining share payments will be issued as follows:
|
| · | No option payment is to be made following the second and third anniversary dates of the closing date of the agreement; |
|
| · | On the fourth anniversary of the Closing Date, the Company is to issue common shares worth $25,000; |
|
| · | On the fifth anniversary of the Closing Date, the Company is to issue common shares worth $25,000; |
|
| · | On the sixth anniversary of the Closing Date, the Company is to issue common shares worth $50,000; |
|
| · | On the seventh anniversary of the Closing Date, the Company is to issue common shares worth $100,000. |
As of June 30, 2024, the Company has made payments of $24,000 in cash and issued common shares worth $12,000.
b) Duparquet Project
On January 30, 2023, First Mining, through its wholly-owned subsidiary Duparquet Gold Mines Inc. (formerly, Clifton Star), entered into an agreement with IAMGOLD Corporation, to acquire its Porcupine East property located adjacent to the Company’s Duparquet property and connecting the land package to its Pitt and Duquesne properties to the east. The transaction closed on February 2, 2023, for a total consideration of:
|
| · | 2.5 million First Mining common shares with a fair value of $512,500 issued upon closing of the transaction; |
|
| · | The granting of a 1.5% net smelter return royalty on the property; |
|
| · | A payment of $500,000, in cash or First Mining common shares, as First Mining may elect at its sole election, if the Company declares a minimum of 350,000 koz gold resource on the property; and |
|
| · | A payment of $1,000,000, in cash or First Mining common shares, as First Mining may elect at its sole discretion, to be paid within 12 months of commercial production being declared at the Duparquet Gold Project, as long as any major surface infrastructure related to the Duparquet Gold Project has been constructed on the Porcupine East Property. |
On April 24, 2023, the Company announced that through its subsidiary it had sold mining claims (“Cat Lake Claims”) located in Manitoba to Grid Metals Corp. for total consideration of:
|
| · | $300,000 in cash; |
|
| · | 250,000 common shares of Grid Metals Corp.; |
|
| · | NSR 2% royalty on all production sold from the property. Grid Metals Corp may at any time purchase from the Company 50% (for a total of 1.0%) of the royalty by paying $1,000,000 to the Company; and |
|
| · | Deferred cash payment of $350,000, when the earlier of (i) the delineation of a 2 million tonnes or greater Mineral Resource on the Cat Lake Claims; and (ii) the date Grid Metals announces a construction decision which will result in the Mineral Resources on the Cat Lake Claims being mined at some point in time as part of an overall mining project. |
As of June 30, 2024, the Company continues to maintain a provision for environmental remediation activities of $1.5 million (December 31, 2023 - $1.5 million) related to work to be incurred by the Company’s wholly-owned subsidiary.
| 12 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
5. MINERAL PROPERTIES (continued)
c) Hope Brook Project
On June 8, 2021, the Company announced it had closed a definitive earn-in agreement with Big Ridge Gold Corp. whereby Big Ridge could earn up to an 80% interest in First Mining’s Hope Brook Gold Project located in Newfoundland, Canada. In accordance with the agreement, upon closing First Mining nominated one member to the Board of Directors of Big Ridge and received $500,000 and 11,500,000 shares of Big Ridge which were credited against the Hope Brook project mineral property balance. On September 13, 2022, Big Ridge completed Stage 1 of the earn-in requirements. On March 21, 2024, the Company and Big Ridge amended the earn-in agreement by removing the requirement for Big Ridge to incur an additional $10,000,000 in expenditures on the Hope Brook Gold Project in order to facilitate the Company’s liquidation of its investment position in Big Ridge and generate additional capital (see Note 8). On March 28, 2024, Big Ridge exercised Stage 2 of the amended earn-in requirement by issuing the Company 10,000,000 Big Ridge common shares (initial recognition - $800,000), decreasing the Company’s ownership percentage in the Hope Brook Project from 49% to 20% and reducing the pre-impairment carrying value by $800,000. The Company tested the recoverable amount of the retained project interest; based on the estimated fair value an impairment loss of $11,955,000 was recognized during the period ended March 31, 2024. See Note 8 below for further details of the investment in Big Ridge.
6. 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 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, 2024, 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.
|
|
| June 30, 2024 |
|
| December 31, 2023 |
| ||
| Balance, beginning of period |
| $ | 21,527 |
|
| $ | 21,572 |
|
| Equity income/(loss) |
|
| - |
|
|
| (45 | ) |
| Balance, end of period |
| $ | 21,527 |
|
| $ | 21,527 |
|
The subsequent equity accounting for PC Gold is based on audited results that is publicly available information for the year-ended June 30, 2023, and on the estimated year ended June 30, 2024. The amount may change after the audited year- ended financial statements is published in Q3 2024.
The $4,576,000 (December 31, 2023 - $4,576,000) liability balance as at June 30, 2024 represents the additional net dilution which 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%.
| 13 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
6. INVESTMENT IN PC GOLD INC. (continued)
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, 2024 following completion of the Stage 2 earn-in. The Company has recorded a provision of $151,000 as of June 30, 2024 (December 31, 2023 - $151,000) which is in line with FireFly Metals’ estimate of the environmental reclamation provision.
7. INVESTMENT IN NEXGOLD
a) NexGold Mining Corp. Share Purchase Agreement Overview
On August 7, 2020, First Mining completed a transaction with NexGold under a share purchase agreement (the “NexGold Share Purchase Agreement”), pursuant to which NexGold agreed to acquire all of the issued and outstanding shares of Tamaka Gold Corporation, a previously wholly-owned subsidiary of the Company, and 100% owner of the Goldlund Project. The only remaining term of the NexGold Share Purchase Agreement is the right by First Mining over certain contingent milestone payments totaling $5 million, payable in cash on certain key advancements at Goldlund which have not been recorded as at June 30, 2024.
b) Equity Accounting Method for Investment in NexGold and Impairment
The Company previously accounted for its investment using the equity method due to its significant influence over NexGold. On May 6, 2024, the Company announced the disposal of 4,529,000 common shares of NexGold for $988,879 ($998,888 net of transaction costs of $10,009), reducing its shareholding from 10.96% to 8.26% of the issued and outstanding common shares. The Company no longer has significant influence over NexGold, discontinuing use of the equity method of accounting for the investment and reclassifying its investment as marketable securities.
The Company subsequently sold an additional 1,961,000 NexGold shares in May 2024 for $413,949 ($418,252 net of transaction costs of $4,303). As at June 30, 2024, the Company owns approximately 13.5 million common shares of NexGold.
|
|
| June 30, 2024 |
|
| December 31, 2023 |
| ||
| Balance, beginning of period |
| $ | 3,269 |
|
| $ | 5,592 |
|
| Equity (loss) |
|
| (313 | ) |
|
| (778 | ) |
| Impairment of Investment in NexGold |
|
| - |
|
|
| (1,545 | ) |
| Disposal of NexGold |
|
| (671 | ) |
|
|
|
|
| Reclassification of investment |
|
| (2,285 | ) |
|
| - |
|
| Balance, end of period |
| $ | - |
|
| $ | 3,269 |
|
The equity accounting for NexGold was based on audited results that is publicly available information for the year ended December 31, 2023 and an estimate of results for the period of January 1, 2024 to June 30, 2024. The Company’s share of NexGold’s net loss up to May 6, 2024 was $313,000.
8. INVESTMENT IN BIG RIDGE GOLD CORP.
On September 13, 2022, Big Ridge completed Stage 1 of the earn-in requirements necessary to satisfy the earn-in threshold set out in the Hope Brook earn-in agreement. Big Ridge issued a total of 15.0 million common shares to the Company with an aggregate fair value of $2,175,000, resulting in an increase in the Company’s common share ownership interest in Big Ridge from 10.8% to 19.5% on December 31, 2022. In addition to its share ownership interest, the Company considered various qualitative factors including representation rights on Big Ridge’s board of directors in arriving at the determination that significant influence exists, and therefore the Company applies the equity method of accounting.
| 14 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
8. INVESTMENT IN BIG RIDGE GOLD CORP. (continued)
On March 21, 2024, the Company amended the existing earn-in agreement with Big Ridge. Subsequently, Big Ridge completed Stage 2 of the earn-in requirement and issued a total of 10.0 million common shares to the Company with an aggregate fair value of $800,000, increasing the Company’s common share ownership interest in Big Ridge to 18.4% from 14.1% (see Note 5(c)). During the six months ended June 30, 2024, the Company completed the sale of 36,500,000 Big Ridge shares for $1,749,845 ($1,825,000 net of transaction costs of $75,155) resulting in a net realized loss of $385,030 based on the original cost at the time of initial recognition of the securities and the Company no longer owns an equity interest in Big Ridge.
|
|
| June 30, 2024 |
|
| December 31, 2023 |
| ||
| Balance, beginning of period |
| $ | 1,406 |
|
| $ | 2,119 |
|
| Equity (loss) |
|
| (381 | ) |
|
| (149 | ) |
| Completion of Stage 2 Earn-in |
|
| 800 |
|
|
| - |
|
| Dilution losses on Investment |
|
| - |
|
|
| (564 | ) |
| Disposal of investment |
|
| (1,825 | ) |
|
|
|
|
| Balance, end of period |
| $ | - |
|
| $ | 1,406 |
|
The equity accounting for Big Ridge is based on its audited results that is publicly available information for the year ended June 30, 2023, and an estimate of results for the period of July 1, 2023 to March 28, 2024.
9. PROPERTY AND EQUIPMENT
On April 28, 2023, the Company acquired real and personal property for $800,000 in cash and 1,000,000 common shares of the Company from a private company and individual on the following payment terms:
|
| · | $200,000 cash payable on the closing date and issue 1,000,000 shares (paid) |
|
| · | $300,000 cash payable on or before the first anniversary of the closing date (paid) |
|
| · | $300,000 cash payable on or before the second anniversary of the closing date. |
10. SILVER STREAM DERIVATIVE LIABILITY
a) Silver Purchase Agreement Overview and Consideration Received
On June 10, 2020, the Company entered into a silver purchase agreement (the “Silver Purchase Agreement”) with First Majestic Silver Corp. (“First Majestic”), which closed on July 2, 2020. Under the terms of the Silver Purchase Agreement, First Majestic agreed to pay First Mining total consideration of US$22.5 million (approx. $30.6 million as at the closing date), in three tranches, for the right to purchase 50% of the payable silver produced from the Springpole Gold Project over the life of the project (the “Silver Stream”) and also received 30 million common share purchase warrants of First Mining. Each share purchase warrant entitles First Majestic to purchase one common share of First Mining at an exercise price of $0.40 for a period of five years (subsequently re-priced to $0.37 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 $30.8 million as at June 30, 2024) at any time prior to the commencement of production at Springpole (the “Buy-Back Right”).
| 15 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
10. SILVER STREAM DERIVATIVE LIABILITY (continued)
Per the Silver Purchase Agreement, First Majestic paid US$10 million ($13.7 million) to First Mining on the July 2, 2020, closing date, with US$2.5 million ($3.3 million) paid in cash and the remaining US$7.5 million ($10.4 million) paid in 805,698 common shares of First Majestic (“Tranche 1”). Upon announcement of the Pre-Feasibility Study (“PFS”) on March 4, 2021, First Mining received US$7.5 million ($9.8 million) from First Majestic, with US$3.75 million ($4.8 million) paid in cash and the remaining US$3.75 million ($5.0 million) paid in 287,300 common shares of First Majestic (“Tranche 2”). 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.
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.
b) Silver Stream Derivative Liability Fair Value
The Company has considered 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 include, Silver Stream based 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 include 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 calculated at each reporting date as the net of the future Advance Payment tranches receivable and the Silver Stream obligation, with gains or losses recorded in the statement of net loss and comprehensive loss. The fair value of the Silver Stream derivative liability as at June 30, 2024 is US$35,933,000 ($49,181,000), which is comprised of the Silver Stream obligation fair value of US$39,493,000 ($54,053,000) less the Advance Payment receivable fair value of US$3,560,000 ($4,872,000). The fair value of the Silver Stream derivative liability as at December 31, 2023 was US$25,930,000 ($34,295,000), which is comprised of the Silver Stream obligation fair value of US$29,470,000 ($38,976,000) less the Advance Payment receivable fair value of US$3,540,000 ($4,681,000). As of June 30, 2024, a 5% change in silver price would result in a change in fair value of US$1,797,000 ($2,458,000).
|
|
| June 30, 2024 |
|
| December 31, 2023 |
| ||
| Balance, beginning of period |
| $ | (34,295 | ) |
| $ | (27,171 | ) |
| Change in fair value |
|
| (14,886 | ) |
|
| (7,124 | ) |
| Balance, end of period |
| $ | (49,181 | ) |
| $ | (34,295 | ) |
| 16 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
|
|
| June 30, 2024 |
|
| December 31, 2023 |
| ||
| Accounts payable |
| $ | 1,392 |
|
| $ | 1,844 |
|
| Accrued liabilities |
|
| 3,214 |
|
|
| 2,984 |
|
| Total |
| $ | 4,606 |
|
| $ | 4,828 |
|
12. FLOW-THROUGH SHARE PREMIUM LIABILITY
The following is a continuity schedule of the liability portion of the Company’s flow-through share issuances:
|
|
| August 26, 2022 |
|
| September 2, 2022 |
|
| June 23, 2023 |
|
| June 14, 2024 |
|
| Total |
| |||||
| Balance, December 31, 2022 |
| $ | 872 |
|
| $ | 170 |
|
| $ | - |
|
| $ | - |
|
| $ | 1,042 |
|
| Settlement of flow-through share premium liability upon incurring eligible expenditures |
|
| (872 | ) |
|
| (170 | ) |
|
| (534 | ) |
|
| - |
|
|
| (1,576 | ) |
| Liability incurred for flow-through share issued June 23, 2023 |
|
| - |
|
|
| - |
|
|
| 1,759 |
|
|
| - |
|
|
| 1,759 |
|
| Balance, December 31, 2023 |
| $ | - |
|
| $ | - |
|
| $ | 1,225 |
|
| $ | - |
|
| $ | 1,225 |
|
| Settlement of flow-through share premium liability upon incurring eligible expenditures |
|
| - |
|
|
| - |
|
|
| (598 | ) |
|
| (10 | ) |
|
| (608 | ) |
| Liability incurred for flow-through share issued June 14, 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,798 |
|
|
| 1,798 |
|
| Balance, June 30, 2024 |
| $ | - |
|
| $ | - |
|
| $ | 627 |
|
| $ | 1,788 |
|
| $ | 2,415 |
|
As at June 30, 2024, the Company had $4,281,000 (December 31, 2023 – $3,482,000) of unspent flow-through expenditure commitments, of which $2,581,000 is required to spend by December 31, 2024, and $1,700,408 is required to spend by December 31, 2025.
13. 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, 2024: 963,359,362 (December 31, 2023 – 916,414,375).
Preferred shares as at June 30, 2024: nil (December 31, 2023 – nil).
| 17 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
13. SHARE CAPITAL (continued)
Non-Brokered Private Placement Financing
On June 23, 2023, the Company completed a non-brokered private placement raising aggregate gross proceeds of $5,000,000 (the “Offering”) which consisted of 18,518,519 flow-through units (the “FT units”) of the Company at a price of $0.27 per FT unit. Each FT unit is consisted of one common share and one half of one common share purchase warrant (the “Warrant”), with each full common share purchase warrant being exercisable to acquire one additional common share of the Company at a price of $0.27 for a period 36 months following the closing date of the Offering. The common shares that comprise the FT units qualify as “flow-through shares” for the purposes of the Income Tax Act (Canada) (the “ITA”). An amount of $2,789,000 ($2,916,000 net of issuance costs of $127,000) was recorded in share capital. The Warrants were valued at $324,000 using the relative fair value method, and the remaining $1,759,000 represents the implied premium, was recorded as a flow-through share premium liability (Note 13). The fair value of warrants is determined using Black-Scholes option pricing model, which takes into account of the following assumptions: Exercise price $0.27 per share; time to expiration – 3 years; risk-free rate at 3.74% per annum and volatility rate at 48.33%.
On June 14, 2024, the Company completed a non-brokered private placement raising aggregate gross proceeds of $6,950,000 (the “Offering”) which consisted of 31,212,121 common shares that qualify as “flow-through shares” (the “FT Share”) for the purposes of the Income Tax Act (Canada) (the “ITA”) at a price of $0.165 per FT Share, and 10,000,000 common shares that qualify as “flow-through shares” for the purposes of the ITA and the Taxation Act (Quebec) (the “Quebec FT Shares”) at a price of $0.18 per Quebec FT Share. An amount of $4,739,000 ($5,152,000 net of issuance costs of $413,000) was recorded in share capital, and $1,798,000 represents the implied premium, was recorded as a flow-through share premium liability (Note 12).
c) Warrants
The movements in warrants during the six months ended June 30, 2024 and year ended December 31, 2023 are summarized as follows:
|
|
| Number |
|
| Weighted average exercise price |
| ||
| Balance as at December 31, 2022 |
|
| 50,347,237 |
|
| $ | 0.35 |
|
| Warrants expired |
|
| (18,297,009 | ) |
|
| 0.31 |
|
| Warrants issued |
|
| 52,589,759 |
|
|
| 0.21 |
|
| Balance as at December 31, 2023 and June 30, 2024 |
|
| 84,639,987 |
|
| $ | 0.27 |
|
The following table summarizes information about warrants outstanding as at June 30, 2024:
| Exercise price |
|
| Number of warrants outstanding |
|
| Weighted average exercise price ($ per share) |
|
| Weighted average remaining life (years) |
| ||||
| $0.20 |
|
|
| 43,330,500 |
|
| $ | 0.20 |
|
|
| 2.39 |
| |
| $0.27 |
|
|
| 9,259,259 |
|
| $ | 0.27 |
|
|
| 1.98 |
| |
| $0.37 |
|
|
| 32,050,228 |
|
| $ | 0.37 |
|
|
| 1.01 |
| |
|
|
|
|
| 84,639,987 |
|
| $ | 0.27 |
|
|
| 1.82 |
| |
| 18 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
13. SHARE CAPITAL (continued)
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.
The movements in stock options during the six months ended June 30, 2024, and year ended December 31, 2023 are summarized as follows:
|
|
| Number |
|
| Weighted average exercise price |
| ||
| Balance as at December 31, 2022 |
|
| 46,372,500 |
|
| $ | 0.37 |
|
| Options granted |
|
| 16,960,000 |
|
|
| 0.19 |
|
| Options expired |
|
| (16,517,500 | ) |
|
| 0.44 |
|
| Options forfeited |
|
| (1,755,000 | ) |
|
| 0.23 |
|
| Balance as at December 31, 2023 |
|
| 45,060,000 |
|
| $ | 0.28 |
|
| Options granted |
|
| 26,607,500 |
|
|
| 0.12 |
|
| Options expired/cancelled |
|
| (10,487,500 | ) |
|
| 0.33 |
|
| Options forfeited |
|
| (2,000,000 | ) |
|
| 0.17 |
|
| Balance as at June 30, 2024 |
|
| 59,180,000 |
|
| $ | 0.20 |
|
The following table summarizes information about the stock options outstanding as at June 30, 2024:
|
|
| Options Outstanding |
|
| Options Exercisable |
| ||||||||||||||||||
| Exercise price |
| Number of options |
|
| Weighted average exercise price ($ per share) |
|
| Weighted average remaining life (years) |
|
| Number of options |
|
| Weighted average exercise price ($ per share) |
|
| Weighted average remaining life (years) |
| ||||||
| 0.10- 0.18 |
|
| 26,507,500 |
|
| $ | 0.12 |
|
|
| 4.56 |
|
|
| 6,939,375 |
|
| $ | 0.12 |
|
|
| 4.44 |
|
| 0.185- 0.25 |
|
| 16,397,500 |
|
| $ | 0.20 |
|
|
| 3.11 |
|
|
| 13,245,000 |
|
| $ | 0.20 |
|
| 2.98 |
| |
| 0.26- 0.50 |
|
| 16,275,000 |
|
| $ | 0.33 |
|
|
| 2.08 |
|
|
| 16,275,000 |
|
| $ | 0.33 |
|
|
| 2.08 |
|
|
|
|
| 59,180,000 |
|
| $ | 0.20 |
|
|
| 3.48 |
|
|
| 36,459,375 |
|
| $ | 0.25 |
|
|
| 2.86 |
|
During the six months ended June 30, 2024, there were 26,607,500 (June 30, 2023 - 16,335,000) stock options granted with an aggregate fair value at the date of grant of $1,500,715 (June 30, 2023 - $1,640,100), or a weighted average fair value of $0.06 per option (June 30, 2023 - $0.10). As at June 30, 2024, 22,720,625 (June 30, 2023 - 15,382,500) stock options remain unvested with an aggregate grant date fair value of $1,503,560 (June 30, 2023 - $1,655,620).
| 19 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
13. SHARE CAPITAL (continued)
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. For the six months ended June 30, 2024, share-based payments expense is comprised of stock options $962,957, restricted share units (“RSUs”) $143,507, deferred share units (“DSUs”) $34,308, and performance share units (“PSUs”) $121,183, and are classified within the financial statements as follows:
|
|
| For the six months ended June 30, |
| |||||
| Statements of Net Loss: |
| 2024 |
|
| 2023 |
| ||
| General and administration |
| $ | 494 |
|
| $ | 728 |
|
| Exploration and evaluation |
|
| 25 |
|
|
| 25 |
|
| Investor relations and marketing communications |
|
| 156 |
|
|
| 71 |
|
| Corporate development and due diligence |
|
| 232 |
|
|
| 139 |
|
| Subtotal |
| $ | 907 |
|
| $ | 963 |
|
| Statements of Financial Position: |
|
|
|
|
|
|
|
|
| Mineral Properties |
|
| 355 |
|
|
| 593 |
|
| Total |
| $ | 1,262 |
|
| $ | 1,556 |
|
The grant date fair value of the stock options recognized in the period has been estimated using the Black-Scholes option pricing model with the following weighted average assumptions:
|
|
| Six months ended |
|
| Year ended |
| ||
|
|
| June 30, 2024 |
|
| December 31, 2023 |
| ||
| Risk-free interest rate |
|
| 3.51 | % |
|
| 3.25 | % |
| Share price at grant date (in dollars) |
| $ | 0.12 |
|
| $ | 0.19 |
|
| Exercise price (in dollars) |
| $ | 0.12 |
|
| $ | 0.19 |
|
| Expected life (years) |
| 5.00 years |
|
| 5.00 years |
| ||
| Expected volatility (1) |
|
| 57.20 | % |
|
| 65.06 | % |
| Forfeiture rate |
|
| 7.50 | % |
|
| 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, 2024, the Company granted 8,422,115 (June 30, 2023 – 2,817,045) 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, 2024, the Company issued 223,334 (June 30, 2023 – 539,998) common shares pursuant to the exercise of RSUs for an aggregate settlement value of $73,090 (June 30, 2023 - $176,921).
| 20 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
13. SHARE CAPITAL (continued)
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.
The following table summarizes the changes in RSU’s for the six months ended June 30, 2024 and year ended December 31, 2023:
|
|
| Number |
|
| Weighted average fair value |
| ||
| Balance as at December 31, 2022 |
|
| 1,890,002 |
|
| $ | 0.31 |
|
| RSUs granted |
|
| 2,817,045 |
|
|
| 0.18 |
|
| RSUs settled |
|
| (763,330 | ) |
|
| 0.33 |
|
| RSUs forfeited |
|
| (330,002 | ) |
|
| 0.30 |
|
| Balance as at December 31, 2023 |
|
| 3,613,715 |
|
| $ | 0.20 |
|
| RSUs granted |
|
| 8,422,115 |
|
|
| 0.11 |
|
| RSUs settled |
|
| (223,334 | ) |
|
| 0.33 |
|
| RSUs forfeited |
|
| (1,261,213 | ) |
|
| 0.18 |
|
| Balance as at June 30, 2024 |
|
| 10,551,283 |
|
| $ | 0.12 |
|
f) Deferred Share Units
During the six months ended June 30, 2024, the company granted 400,000 (June 30, 2023 – 450,000) 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, 2022 |
|
| 659,000 |
|
| $ | 0.30 |
|
| DSUs granted |
|
| 450,000 |
|
|
| 0.18 |
|
| Balance as at December 31, 2023 |
|
| 1,109,000 |
|
| $ | 0.25 |
|
| DSUs granted |
|
| 400,000 |
|
|
| 0.11 |
|
| Balance as at June 30, 2024 |
|
| 1,509,000 |
|
| $ | 0.21 |
|
| 21 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
13. SHARE CAPITAL (continued)
g) Performance Share Units
During the six months ended June 30, 2024, the Company granted 5,650,000 PSUs (June 30, 2023 – 4,900,000) 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.
The following table summarizes the changes in PSUs for the six months ended June 30, 2024 and year ended December 31, 2023:
|
|
| Number |
|
| Weighted average fair value |
| ||
| Balance as at December 31, 2022 |
|
| 1,913,000 |
|
| $ | 0.24 |
|
| PSUs granted |
|
| 4,900,000 |
|
|
| 0.22 |
|
| 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 June 30, 2024 |
|
| 10,466,000 |
|
| $ | 0.16 |
|
| 22 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
14. 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, 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 |
|
| Investor relations and marketing communications |
|
| - |
|
|
| - |
|
|
| 125 |
|
|
| 2 |
|
|
| 127 |
|
| Professional fees |
|
| 147 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 147 |
|
| Salaries |
|
| 255 |
|
|
| 22 |
|
|
| 96 |
|
|
| 57 |
|
|
| 430 |
|
| Share-based payments (non-cash) (Note 13) |
|
| 284 |
|
|
| 11 |
|
|
| 66 |
|
|
| 109 |
|
|
| 470 |
|
| Transfer agent and filing fees |
|
| 17 |
|
|
| - |
|
|
| 14 |
|
|
| - |
|
|
| 31 |
|
| Travel and accommodation |
|
| (1 | ) |
|
| 2 |
|
|
| 12 |
|
|
| 3 |
|
|
| 16 |
|
| Operating expenses total |
| $ | 945 |
|
| $ | 179 |
|
| $ | 316 |
|
| $ | 175 |
|
| $ | 1,615 |
|
|
|
| For the three months ended June 30, 2023 |
| |||||||||||||||||
|
|
| General and administration |
|
| Exploration and evaluation |
|
| Investor relations and marketing communications |
|
| Corporate development and due diligence |
|
| Total |
| |||||
| Administrative and office |
| $ | 88 |
|
| $ | 31 |
|
| $ | 7 |
|
| $ | 4 |
|
| $ | 130 |
|
| Consultants |
|
| 114 |
|
|
| 6 |
|
|
| - |
|
|
| 165 |
|
|
| 285 |
|
| Depreciation (non-cash) |
|
| 76 |
|
|
| 33 |
|
|
| - |
|
|
| - |
|
|
| 109 |
|
| Directors’ fees |
|
| 79 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 79 |
|
| Investor relations and marketing communications |
|
| - |
|
|
| 1 |
|
|
| 131 |
|
|
| - |
|
|
| 132 |
|
| Professional fees |
|
| 412 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 412 |
|
| Salaries |
|
| 323 |
|
|
| 51 |
|
|
| 93 |
|
|
| 53 |
|
|
| 520 |
|
| Share-based payments (non-cash) (Note 13) |
|
| 354 |
|
|
| 19 |
|
|
| 19 |
|
|
| 67 |
|
|
| 459 |
|
| Transfer agent and filing fees |
|
| 28 |
|
|
| - |
|
|
| 42 |
|
|
| - |
|
|
| 70 |
|
| Travel and accommodation |
|
| 4 |
|
|
| 5 |
|
|
| 30 |
|
|
| - |
|
|
| 39 |
|
| Operating expenses total |
| $ | 1,478 |
|
| $ | 146 |
|
| $ | 322 |
|
| $ | 289 |
|
| $ | 2,235 |
|
| 23 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
14. OPERATING EXPENSES (continued)
|
|
| 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 13) |
|
| 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | 15,702 |
|
|
|
| For the six months ended June 30, 2023 |
| |||||||||||||||||
|
|
| General and administration |
|
| Exploration and evaluation |
|
| Investor relations and marketing communications |
|
| Corporate development and due diligence |
|
| Total |
| |||||
| Administrative and office |
| $ | 174 |
|
| $ | 59 |
|
| $ | 13 |
|
| $ | 14 |
|
| $ | 260 |
|
| Consultants |
|
| 167 |
|
|
| 24 |
|
|
| - |
|
|
| 130 |
|
|
| 321 |
|
| Depreciation (non-cash) |
|
| 204 |
|
|
| 33 |
|
|
| - |
|
|
| - |
|
|
| 237 |
|
| Directors fees |
|
| 149 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 149 |
|
| Investor relations and marketing communications |
|
| - |
|
|
| 3 |
|
|
| 342 |
|
|
| 5 |
|
|
| 350 |
|
| Professional fees |
|
| 662 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 662 |
|
| Salaries |
|
| 983 |
|
|
| 95 |
|
|
| 179 |
|
|
| 83 |
|
|
| 1,340 |
|
| Share-based payments (non-cash) (Note 13) |
|
| 728 |
|
|
| 25 |
|
|
| 71 |
|
|
| 139 |
|
|
| 963 |
|
| Transfer agent and filing fees |
|
| 102 |
|
|
| - |
|
|
| 42 |
|
|
| - |
|
|
| 144 |
|
| Travel and accommodation |
|
| 9 |
|
|
| 12 |
|
|
| 50 |
|
|
| 1 |
|
|
| 72 |
|
| Operating expenses total |
| $ | 3,178 |
|
| $ | 251 |
|
| $ | 697 |
|
| $ | 372 |
|
| $ | 4,498 |
|
| 24 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
15. SEGMENT INFORMATION
The Company operates in a single reportable operating segment, being the acquisition, exploration, development and strategic disposition of its North American mineral properties. Geographic information about the Company’s non-current assets, excluding financial instruments, as at June 30, 2024 and December 31, 2023 is as follows: Canada - $264,877,000 (December 31, 2023 - $272,718,000).
16. RELATED PARTY TRANSACTIONS
The Company’s related parties consist of the key management personnel, Company’s Directors and Officers.
Key management of the Company i 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 six months ended June 30, 2024 and 2023 is as follows:
| Service or Item |
| Three months ended June 30 |
|
| Six months ended June 30, |
| ||||||||||
|
|
| 2024 |
|
| 2023 |
|
| 2024 |
|
| 2023 |
| ||||
| Directors’ fees |
| $ | 82 |
|
| $ | 75 |
|
| $ | 156 |
|
| $ | 145 |
|
| Salaries and consultants’ fees |
|
| 374 |
|
|
| 471 |
|
|
| 850 |
|
|
| 1,225 |
|
| Share-based payments (non-cash) |
|
| 546 |
|
|
| 522 |
|
|
| 854 |
|
|
| 1,097 |
|
| Total |
| $ | 1,002 |
|
| $ | 1,068 |
|
| $ | 1,860 |
|
| $ | 2,467 |
|
17. 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, short term investments, current accounts 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 investments was based on the quoted market prices of the shares as at June 30, 2024 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.
| 25 |
| FIRST MINING GOLD CORP. NOTES TO THE 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) |
17. FAIR VALUE (continued)
The fair value of the Option – Pickle Crow Gold Project as at June 30, 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. The following table presents the Company’s fair value hierarchy for financial assets and liabilities that are measured at fair value:
|
|
| June 30, 2024 |
|
| December 31, 2023 |
| ||||||||||||||||||||||||||
|
|
|
|
|
| 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 3) |
| $ | 2,845 |
|
| $ | 2,845 |
|
| $ | - |
|
| $ | - |
|
| $ | 263 |
|
| $ | 263 |
|
| $ | - |
|
| $ | - |
|
| Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Silver Stream derivative liability (Note 10) |
| $ | 49,181 |
|
| $ | - |
|
| $ | - |
|
| $ | 49,181 |
|
| $ | 34,295 |
|
| $ | - |
|
| $ | - |
|
| $ | 34,295 |
|
| Option – PC Gold (Note 6) |
| $ | 4,576 |
|
| $ | - |
|
| $ | - |
|
| $ | 4,576 |
|
| $ | 4,576 |
|
| $ | - |
|
| $ | - |
|
| $ | 4,576 |
|
18. SUBSEQUENT EVENTS
|
| a) | Subsequent to June 30, 2024, 300,000 stock options were granted at an exercise price of $0.14 per share. |
|
|
|
|
|
| b) | As of July 15, 2024, the Company’s equity ownership in NexGold was reduced to approximately 4.43% due to dilution resulting from the closing of the merger of Treasury Metals Inc. and Black Wolf Copper and Gold Ltd. and concurrent financings. As of August 7, 2024, the Company’s share ownership position remains below 5%. |
| 26 |
TSX: FF | OTCQX: FFMGF | FRANKFURT: FMG
MANAGEMENT’S
DISCUSSION & ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024
|
|
| Suite 2070 – 1188 West Georgia Street, Vancouver, British Columbia V6E 4A2 www.firstmininggold.com | 1-844-306-8827 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
TABLE OF CONTENTS
| GENERAL |
| 2 |
| COMPANY OVERVIEW AND STRATEGY |
| 2 |
| 2024 HIGHLIGHTS |
| 3 |
| SELECT FINANCIAL INFORMATION |
| 5 |
| MINERAL PROPERTY PORTFOLIO GOLD RESERVES AND RESOURCES |
| 5 |
| MINERAL PROPERTY PORTFOLIO REVIEW |
| 7 |
| SELECT QUARTERLY FINANCIAL INFORMATION |
| 18 |
| RESULTS OF CONTINUING OPERATIONS |
| 19 |
| FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES |
| 20 |
| FINANCIAL INSTRUMENTS |
| 22 |
| RELATED PARTY TRANSACTIONS |
| 22 |
| OFF-BALANCE SHEET ARRANGEMENTS |
| 23 |
| FINANCIAL LIABILITIES AND COMMITMENTS |
| 23 |
| NON-IFRS MEASURES |
| 23 |
| MATERIAL ACCOUNTING POLICIES |
| 23 |
| CRITICAL ACCOUNTING ESTIMATES |
| 23 |
| CRITICAL ACCOUNTING JUDGMENTS |
| 24 |
| IFRS ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED |
| 24 |
| RISKS AND UNCERTAINTIES |
| 24 |
| QUALIFIED PERSONS |
| 26 |
| SECURITIES OUTSTANDING |
| 26 |
| DISCLOSURE CONTROLS AND PROCEDURES |
| 26 |
| MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING |
| 27 |
| LIMITATIONS OF CONTROLS AND PROCEDURES |
| 27 |
| FORWARD-LOOKING INFORMATION |
| 28 |
| CAUTIONARY NOTE TO U.S. INVESTORS |
| 28 |
| Page 1 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
GENERAL
This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited condensed interim consolidated financial statements of First Mining Gold Corp. (the “Company” or “First Mining”) for the three and six months ended June 30, 2024, in comparison to the corresponding prior-year period, which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) including International Accounting Standard 34 Interim Financial Reporting (“IAS 34”). This MD&A is intended to supplement and complement the condensed unaudited interim consolidated financial statements and notes thereto, 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 the three and six months ended June 30, 2024 (collectively, the “Financial Statements”). These documents along with additional information on the Company, including the Company’s Annual Information Form (“AIF”) for the financial year ended December 31, 2023, 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.
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. 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 dated as of August 7, 2024, and all information contained in this MD&A is current as of August 7, 2024.
COMPANY OVERVIEW AND STRATEGY
First Mining is advancing a portfolio of gold projects in Canada, with a focus on the Springpole Gold Project (the “Springpole Project” or “Springpole”) in northwestern Ontario, including the surrounding Birch-Uchi mineral tenure, and the Duparquet Gold Project (the “Duparquet Project” or “Duparquet”) in Quebec.
Springpole is one of the largest undeveloped gold projects in Ontario. The Company has commenced a Feasibility Study (“FS”) and permitting activities are on-going with a draft Environmental Impact Statement/Environmental Assessment (“EIS/EA”) for the Springpole Project issued for review and consultation in May 2022. By the end of 2023 First Mining issued responses to all of the initial comments, hosted public and community open house meetings to engage on the draft EIS/EA and is continuing to advance technical meetings. Consultation and engagement activities on the draft EIS/EA with Indigenous communities, municipalities, regulators and stakeholders are ongoing to shape the final EIS/EA submission in 2024.
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.). As of June 30, 2024, the Company holds a 7.19% equity position in NexGold Mining Corp. (“NexGold”), formerly known as Treasury Metals Inc. On July 9, 2024, Treasury Metals Inc. changed its name to NexGold Mining Corp. and completed a consolidation of the issued and outstanding shares after the completion of a business combination with Blackwolf Copper and Gold Ltd.
| Page 2 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
2024 HIGHLIGHTS
The following highlights the Company’s most recent developments (including subsequent events up to August 7, 2024).
Project Highlights
Springpole
|
| · | Continued collecting environmental baseline data and advancing environmental assessment work, planning for submission of a final EIS/EA in 2024, engagement with local Indigenous rights holders, government regulators and stakeholders of the Springpole Project. |
Birch-Uchi
|
| · | In February 2024, the Company completed its 3-year option agreement with Exiro Minerals Corp. on the Swain Post property, and 100% ownership of the property, which comprises 237 mining claims over an area of 4,786 hectares, was transferred to First Mining. |
|
| · | In April 2024, the Company completed its 3-year option agreement with Whitefish Exploration Inc. on the Swain Lake property, and 70% ownership of the property, which comprises 82 mining claims over an area of 1,656 hectares, was transferred to First Mining. |
|
| · | Additional work completed to include further consolidation and analysis of the historical exploration data, a summer soil geochemistry campaign focused on new and follow-up targets; and mapping and prospecting programs focusing on several prospective areas commenced in June 2024. Corresponding drill target development is underway. |
Duparquet
|
| · | On January 9, 2024, the Company announced the expansion of multiple gold zones from the drilling of key targets at the Duparquet Project. |
|
| · | A new area of mineralization continuity was identified at Central Duparquet (“Valentre Target”), demonstrating the potential continuity of mineralization between the Central Duparquet and the Dumico deposits that had never been drill tested prior to First Mining’s 2023 drilling campaign. |
|
| · | Drilling at the Central Duparquet High Grade (CDHG) Zone in the area of the historical Central Duparquet development returned results validating the resource wireframe and supporting the extension of a higher-grade zone with mineralization continuity at depth. |
|
| · | On May 1, 2024, the Company announced the completion of its Phase 2 winter drilling program totaling 2,856 metres. Activities on the Phase 3, 9,000 metre drilling program are underway, as well as a series of property-wide regional programs focused on geophysical, LiDAR, and field surveys covering its 19 km, 5,800 hectare property surrounding a key portion of the Destor-Porcupine Fault Zone. A property-wide expanded 3D geological and target model is also being developed. |
|
| · | On May 21, 2024, the Company reported initial drilling results from its 2024 Phase 2B winter diamond drilling program at Duparquet. Multiple high-grade gold zones that had not been previously modelled were identified. |
|
| · | Exploration field campaigns commenced at Duparquet in Quarter 2 with a focus on regional prospecting and mapping targets. |
|
| · | On June 18, 2024, the Company provided an update on the final Phase 2B drilling results, which included drill hole DUP24-024 which returned multiple gold zones including 10.67 g/t Au over 5.3 m, 6.63 g/t Au over 9.0 m, 3.04 g/t Au over 33.5 m, and 5.97 g/t Au over 33.0 m in newly identified mafic volcanic units not previously modelled at the Duparquet project. |
| Page 3 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
Corporate Highlights
|
| · | On January 9, 2024, the Company announced the appointment of James Maxwell to Vice President, Exploration & Project Operations and Stephen Lines to Vice President, Sustainability. The Company also announced the resignation of Jeffery Reinson as Chief Operating Officer. |
|
| · | On January 24, 2024, the Company filed a Final Shelf Prospectus with the securities regulatory authorities in Canada, and a corresponding Registration Statement on Form F-10 with the United States Securities and Exchange Commission. The Final Shelf Prospectus and the Registration Statement were filed to provide the Company with greater financial flexibility going forward but the Company has not entered into any agreements or arrangements to authorize or offer any Securities at this time. |
|
| · | On June 14, 2024, First Mining closed a Flow Through financing for aggregate proceeds of approximately $7 million, up from a planned $5M, to fund exploration programs in Ontario and Quebec. |
|
| · | On June 27, 2024, the Company published its third annual Environmental, Social and Governance (“ESG”) Report for the 2023 year highlighting the Company’s ESG commitments, practices and performance. |
|
| · | As of June 30, 2024, the Company’s cash and current investments balance was $13.2 million and the equity interest in PC Gold Inc. (Pickle Crow Project) was $21.5 million, resulting in a combined carrying value of $34.7 million. |
| Page 4 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
SELECT FINANCIAL INFORMATION
| Financial Results (in $000s Except for per Share Amounts): |
| For the six months ended June 30 |
| |||||
|
| 2024 |
| 2023 | |||||
| Mineral Property Cash Expenditures(1) |
| $ | 9,350 |
|
| $ | 9,981 |
|
| Net Income (Loss) |
|
| (28,865 | ) |
|
| 378 |
|
| Total Cash provided by (used in) Operating Activities |
|
| (2,445 | ) |
|
| (3,180 | ) |
| Basic and Diluted Net Loss Per Share (in Dollars)(2) |
| $ | (0.03 | ) |
| $ | 0.00 |
|
| Financial Position (in $000s): |
| June 30, |
|
| December 31, |
| ||
|
| 2024 |
| 2023 | |||||
| Cash and Cash Equivalents |
| $ | 10,368 |
|
| $ | 12,211 |
|
| Working Capital (3) |
|
| 1,943 |
|
|
| 2,162 |
|
| Marketable Securities |
|
| 2,845 |
|
|
| 263 |
|
| Mineral Properties |
|
| 240,964 |
|
|
| 244,234 |
|
| Investment in NexGold Mining Corp. (formerly Treasury Metals Inc.) (4) |
|
| - |
|
|
| 3,269 |
|
| Investment in PC Gold Inc. (Pickle Crow Project) |
|
| 21,527 |
|
|
| 21,527 |
|
| Investment in Big Ridge Gold Corp. (Hope Brook Project) |
|
| - |
|
|
| 1,406 |
|
| Total Assets |
|
| 278,899 |
|
|
| 286,067 |
|
| Total Non-current Liabilities |
| $ | 51,094 |
|
| $ | 36,486 |
|
|
| (1) | This represents mineral property expenditures per consolidated statements of cash flows. |
|
| (2) | The basic and diluted loss per share calculations result in the same amount due to the anti-dilutive effect of outstanding stock options and warrants. |
|
| (3) | This 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” and “Trends in Liquidity, Working Capital, and Capital Resources”. |
|
| (4) | During Q2 2024, the Company reclassified its equity investment in NexGold Mining Corp. to current marketable securities. |
Net Income (Loss)– The increase in net loss for the first six months of 2024 compared to the net income in the same period in 2023 is primarily due to the change in net loss from non-cash items for the six months ended June 30, 2024. The net loss for the six months ended June 30, 2024 is primarily comprised of an impairment of Hope Brook Project of $12.0 million (June 30, 2023: Nil) and the fair value loss on the silver stream liability of $14.9 million (June 30, 2023: $2.9 million) as a result of the increase in market volatility, increase in forward curve and spot silver price.
Cash and Cash Equivalents – The decrease in cash and cash equivalents held for the six months ended June 30, 2024 was primarily due to cash used in operating activities at the Company’s mineral projects, particularly at Springpole and Duparquet.
Total Assets – The decrease relative to the prior period ended December 31, 2023, was primarily due to the impairment of the Hope Brook Project in Q1 2024 offset by the increase in mineral property expenditures primarily at Springpole and Duparquet.
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 Pre-Feasibility Study on the Springpole Gold Project, Ontario Canada” dated February 26, 2021 (the “PFS”), which was prepared for First Mining by AGP Consultants Inc. (“AGP”) in accordance with NI 43-101 and is available under First Mining’s SEDAR+ profile at www.sedarplus.ca):
| Page 5 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
| 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, 2023, 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. |
|
| (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. |
| Page 6 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
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, 2024 and December 31, 2023, the Company had capitalized the following acquisition, exploration and evaluation costs to its mineral properties:
|
|
| Springpole |
|
| Birch-Uchi |
|
| Duparquet |
|
| Cameron |
|
| Hope Brook |
|
| Total |
| ||||||
| Balance December 31, 2023 |
| $ | 138,957 |
|
| $ | 7,983 |
|
| $ | 48,594 |
|
| $ | 32,848 |
|
| $ | 15,852 |
|
| $ | 244,234 |
|
| 2024 acquisition and capitalized net expenditures |
|
| 7,089 |
|
|
| 330 |
|
|
| 2,052 |
|
|
| 115 |
|
|
| 1 |
|
|
| 9,587 |
|
| Option payments or impairment |
|
| - |
|
|
| - |
|
|
| (102 | ) |
|
| - |
|
|
| (12,755 | ) |
|
| (12,857 | ) |
| Balance June 30, 2024 |
| $ | 146,046 |
|
| $ | 8,313 |
|
| $ | 50,544 |
|
| $ | 32,963 |
|
| $ | 3,098 |
|
| $ | 240,964 |
|
MATERIAL CANADIAN GOLD PROJECTS
Springpole Gold Project, Ontario
The Springpole Gold Project, as defined in the PFS, covers an area of 41,943 hectares in northwestern Ontario, and consists of 30 patented mining claims, 282 mining claims and thirteen mining leases. Additional mining claims in the Birch-Uchi region, surrounding the Springpole Gold Project have been acquired by First Mining since 2021, bringing the total land area held 100% by First Mining to approximately 51,200 hectares. This includes the recent acquisition of the Swain Post mining claims which were transferred to First Mining from Exiro Minerals Corp, on completion of a 3-year option agreement. In addition, First Mining now owns 70% of the Swain Property, totaling another 1,656 hectares. The Springpole 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, winter road access, a forestry access road within 18 km of the camp, and nearby power lines within 40 km. The Springpole Gold Project is located within an area that is covered by Treaty Nine and Treaty Three First Nations Agreements. With approximately 4.6 million ounces of gold and 24 million ounces of silver in the Indicated Mineral Resource category, the Springpole Gold Project is one of the largest undeveloped gold projects in Ontario1.
During the six months ended June 30, 2024, the most significant expenditures at the Springpole Gold Project were:
|
| · | $4,770,000 in connection with environmental data collection and assessment activities, assaying, field work primarily related to the submission of the |
|
|
| final EA by the end of 2024; |
|
| · | $1,036,000 for technical consultants, contractors, and salaries; |
|
| · | $843,000 in connection with camp costs for fuel, travel and other related expenditures; |
|
| · | $241,000 in connection with land tenure and advanced royalty acquisitions |
|
| · | $199,000 in connection with technical studies; |
|
|
| $7,089,000 |
Technical Programs
Since completing the PFS for Springpole in January 2021, First Mining has been engaged in a number of significant technical programs to further optimize the development plan for Springpole and to further define the project scope for the Environmental Impact Statement (“EIS”) / Environmental Assessment (“EA”) process and into the Feasibility Study (“FS”) process. These programs include FS-level metallurgical test work, geotechnical and site investigation work to support FS-level preliminary pit slope, dike and Co-Disposal Facility design, revisions to the PFS mine plan, an update to the Mineral Resource estimate in the PFS incorporating recent drilling results, completion of a power connectivity study, exploring renewable power generation opportunities, additional environmental data collection, predictive environmental effects modelling and studies, and final EIS/EA preparation.
____________________________
1Source: S&P Market Intelligence database as of April 16, 2022. Ranking among undeveloped primary gold resources per jurisdiction.
| Page 7 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
Renewable Power Generation Opportunities
An initial scoping study in 2021 on power generation in the project development area concluded that wind and solar were both viable potential supplemental power sources for the Springpole Project that warranted further study. In furtherance of this, First Mining continued site-specific data collection for wind resources throughout H2 2022 and H1 2023. A preliminary wind data report summarizing the 2022 to Q1 2023 findings was issued by SLR in April 2023, with a final 1- year summary wind data report expected to be issued in H2 2024.
Further Co-Disposal Facility (“CDF”) Optimization
In Q4 2022, First Mining completed all trade-off studies on the CDF, which highlighted the need for additional optimization on the PFS design. First Mining adopted certain recommendations arising from the trade-off studies, then in the first half of 2023 continued to advance the CDF concept design which supported the mine planning, process design and environmental assessment work. The CDF concept design being advanced by WSP was presented to a recently formed Independent Geotechnical Review Board (IGTRB) in Q4 2023 and Q2 2024 and discussions were held in the meetings. The concept design is being updated based on these discussions for formal IGTRB review and recommendations, expected in Q3 2024.
Environmental Data Collection
In February 2024, an aerial survey was conducted to locate and study the Caribou previously collared, as well as a general aerial survey of the area. The wolverine study was also continued, with non-invasive camera traps being deployed from February – April. Ongoing quarterly surface water and groundwater sampling programs commenced in Q2 and will continue through July.
Environmental Impact Statement/Environmental Assessment (EIS/EA) Preparation
Consultation and engagement on the draft EIS/EA with Indigenous communities, municipalities, regulators and stakeholders will continue in order to shape the final EIS/EA submission in Q4 2024.
The final EIS/EA technical modelling and analysis started in Q3 2023 and is progressing on track. Based on input received from Indigenous communities, the transmission line route will be modified for the final EIS/EA. First Mining is working closely with the lead consultant WSP to continue to update the analysis and environmental assessment reporting.
Cat Lake First Nation (“CLFN”)
On September 18, 2023, the Company was informed that CLFN had passed a Band Council Resolution (“BCR”) ratifying an existing moratorium on mining and mining related activities in Cat Lake traditional territory. CLFN had declared a moratorium on mining and mining related activities by letter dated December 2022. The Province of Ontario continued to grant exploration and other permits to the Company throughout 2022 and 2023, and to date the moratorium has not impacted the Company’s ability to carry out exploration and environmental assessment activities at the Springpole site. The Company continues to provide Cat Lake opportunities to engage in Project planning and to constructively engage with other local Indigenous communities, government regulators and stakeholders on the Springpole Project.
On February 8, 2024, First Mining was granted several authorizations to permit construction of a temporary winter access road to the Springpole exploration camp. On February 21, 2024, CLFN challenged the authorizations and asked the court for an order canceling the authorizations and remitting the matter to the Ministry of Natural Resources and Forest (the “MNRF”) for reconsideration in accordance with its duty to consult and accommodate CLFN. On February 23, 2024, the court ordered an interim stay of the authorization pending judicial review, pausing the temporary winter road construction activities. On March 20, 2024, First Mining joined CLFN and Lac Seul First Nation in signing a letter addressed to the provincial and federal governments inviting key representatives to engage towards the establishment of an agreement for a CLFN all-season community access road. On June 17, 2024, following discussions between the parties, CLFN accepted a settlement offer proposed by MNRF. The settlement agreement has been filed with the court bringing an end to the judicial review process.
| Page 8 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
Key Catalysts for Springpole Project Development for 2024
First Mining is continuing with a number of important project advancements in 2024, including:
|
| · | Advancing geotechnical work plans for design of open pit and Co-Disposal Facility (“CDF”) |
|
| · | Continuation of other FS engineering activities such as dyke design, CDF design, road access and transmission line design, and other site infrastructure requirements |
|
| · | Continuing assessment of renewable energy development opportunities in and around the Project |
|
| · | Ongoing engagement and subsequent updates to the environmental effects studies and EIS/EA report |
Silver Stream transaction with First Majestic Silver Corp.
On June 10, 2020, First Mining entered into 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 (the “Advance Payment”), in three tranches, for the right to purchase 50% of the payable silver produced from the Springpole Gold Project for the life of the project (the “Silver Stream”). The transaction closed on July 2, 2020, and the first two tranches totaling $17.5M have been paid to First Mining. The final tranche of US$5 million is payable by First Majestic upon First Mining receiving approval of a federal or provincial EA for the Springpole Gold Project, currently anticipated for Q4 2025, with US$2.5 million payable in cash and US$2.5 million payable in First Majestic Shares (based on 20-day VWAP of the First Majestic Shares on the TSX at the time).
In addition, upon closing the transaction on July 2, 2020, First Mining issued 30 million common share purchase warrants (“First Mining Warrants”) to First Majestic pursuant to the terms of the Silver Purchase Agreement. Each First Mining Warrant entitles First Majestic to purchase one First Mining Share at an exercise price of $0.40 for a period of five years (subsequently re-priced to $0.37 in accordance with the terms of the Silver Purchase Agreement). In the event the Company were to default, First Majestic may terminate the Silver Purchase Agreement and the Advance Payment received by First Mining at that time would become repayable. The Silver Stream has an initial term of 40 years from July 2, 2020. The term is automatically extended by successive 10-year periods as long as the life of mine continues for the Springpole Gold Project.
Upon receipt of its share of silver production, First Majestic will make cash payments to First Mining for each ounce of silver paid to First Majestic under the Silver Purchase Agreement equal to 33% of the lesser of the average spot price of silver for the applicable calendar quarter, and the spot price of silver at the time of delivery (the “Silver Cash Price”), subject to a price cap of US$7.50 per ounce of silver (the “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 land acquisitions)
With its Birch-Uchi Gold Project, First Mining consolidated a 74,000 ha land tenure through acquisitions and option agreements (see Figure 1) surrounding its Springpole Project to advance regional scale exploration opportunities. The Birch-Uchi Greenstone Belt has historically and still presents an exciting opportunity for discovery in an area which has only seen a fraction of the exploration work that has been done in the neighboring Red Lake and Pickle Lake greenstone belts.
Prospective targets in this new 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 9 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
Figure 1: First Mining’s Land Tenure within the Birch-Uchi Greenstone Belt
First Mining has actively been conducting regional-scale exploration in the Birch-Uchi Greenstone Belt since 2021 where the focus has been to infill data gaps, follow up on historical and newly defined prospective areas, and advance discovery to build a prospectivity pipeline.
During the 2022 & 2023 targeted field campaigns, First Mining’s exploration teams have collected 1,381 soil geochemical samples and 998 rock grab samples during mapping and prospecting campaigns, drill tested four targets, and completed a 3,843 line km airborne geophysical survey. This work has contributed to the development of a target catalogue with more than 80 targets identified for further follow-up and advancement.
In December 2023, the Company announced the discovery of a new high grade gold occurrence at its Birch-Uchi Project. Rock samples assayed at the now-established Challenger target are encouraging, as highlighted by the discovery of two new mineralized occurrences approximately 60 m apart, where grab samples have returned gold values including 25.60 g/t Au, 7.10 g/t Au and 4.42 g/t Au. All analytical results were finalized at the end of 2023 and are under review for further integration and interpretation. The outcomes of the work completed to date support 2024 exploration campaigns.
| Page 10 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
In February 2024, the Company completed its 3-year option agreement with Exiro Minerals Corp. on the Swain Post property, and 100% ownership of the property, which comprises 237 mining claims over an area of 4,786 hectares, was transferred to First Mining.
In April 2024, the Company completed its 3-year option agreement with Whitefish Exploration Inc. on the Swain Lake property, and 70% ownership of the property, which comprises 82 mining claims over an area of 1,656 hectares, was transferred to First Mining.
During the six months ended June 30, 2024, the most significant expenditures at the Birch-Uchi Gold Project were:
|
| · | $230,000 in option payments related to Whitefish and Swain Post ($155,000 and $75,000 respectively) |
|
| · | $47,000 related to salary and travel |
|
| · | $30,000 related to exploration and technical consulting |
|
| · | $23,000 related to assaying, environmental and other expenditures |
|
|
| $330,000 |
Future Work Plans
Following on from completed field programs, the First Mining exploration team continues to integrate the data for regional consolidation, analysis and target evolvement. The results of the 2023 summer mapping and soil geochemistry sampling programs were focused on a multitude of prospective areas in their Birch-Uchi land tenure, and a field program of mapping, sampling and prospecting commenced in June 2024 focusing on several prospective areas. Corresponding drill target development is also underway.
Duparquet Gold Project, Quebec
Property Description
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 (Figure 2), 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 infrastructure and skilled labour to develop a mine. The Project site is also proximal to Quebec’s hydroelectric power grid.
Previously, the Duparquet property was comprised of two separate mining concessions (Beattie and Donchester mines), but in 2021 the mining concessions reverted back to mining claims, and that claim block is now comprised of fifty map-designated claims covering an area of 1,079 ha. With the addition of the Porcupine East, Pitt Gold and Duquesne claim blocks, the Duparquet Gold Project comprises 199 map-designated claims totaling 5,804 hectares. The Project covers a strike length of 18 km of favourable stratigraphy along the Destor-Porcupine Deformation Zone.
| Page 11 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
Figure 2: Map of the Duparquet Gold Project showing Subdivisions of the Claim Blocks
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
|
| · | C$1.07 billion pre-tax NPV5% and C$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 C$706 million; sustaining and underground development capital costs estimated at C$738 million |
|
| · | Average annual LOM Total Cash Cost of US$751/oz(1); average annual LOM All-In Sustaining Costs (“AISC”) of US$976/oz(2) |
|
| (1) | Total Cash Costs consist of mining costs, processing costs, mine-level G&A, treatment and refining charges and royalties. |
|
| (2) | AISC includes total cash costs plus sustaining capital, development capital and closure costs. |
The reader is advised that the PEA is preliminary in nature and is intended to provide only an initial, high-level review of the Project potential and design options. The PEA mine plan and economic model include numerous assumptions and the use of Inferred mineral resources. Inferred mineral resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and to be used in an economic analysis except as allowed for in PEA studies. There is no guarantee that Inferred resources can be converted to Indicated or Measured resources, and as such, there is no certainty that the PEA or Project economics described herein will be realized or achieved.
| Page 12 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
Economic Sensitivities
The Project economics and cash flows are highly sensitive to changes in the price of gold, as detailed in Table 2.
Table 2: PEA Sensitivity to Gold Price, Operating Costs and Capital Costs
Sensitivity to Gold Price
| Gold Price (US$/oz) | $1,400 | $1,600 | $1,800 | $2,000 | $2,200 |
| Pre-Tax NPV5% | C$168 million | C$621 million | C$1.07 billion | C$1.53 billion | C$1.98 billion |
| Pre-Tax IRR | 8.5% | 17.1% | 24.9% | 32.0% | 38.6% |
| After-Tax NPV5% | C$20 million | C$310 million | C$588 million | C$859 million | C$1.12 billion |
| After-Tax IRR | 5.5% | 12.1% | 18.0% | 23.2% | 28.0% |
Sensitivity to Initial Capital Costs
| Initial Capital Costs | +20% | +10% | C$706 million | -10% | -20% |
| Pre-Tax NPV5% | C$814 million | C$949 million | C$1.07 billion | C$1.18 billion | C$1.28 billion |
| Pre-Tax IRR | 16.7% | 20.4% | 24.9% | 30.5% | 37.8% |
| After-Tax NPV5% | C$413 million | C$503 million | C$588 million | C$661 million | C$723 million |
| After-Tax IRR | 12.0% | 14.7% | 18.0% | 21.9% | 26.9% |
Sensitivity to Operating Costs
| Operating Costs | +20% | +10% | C$2.2 billion | -10% | -20% |
| Pre-Tax NPV5% | C$761 million | C$917 million | C$1.07 billion | C$1.23 billion | C$1.39 billion |
| Pre-Tax IRR | 19.5% | 22.2% | 24.9% | 27.4% | 29.9% |
| After-Tax NPV5% | $398 million | $494 million | C$588 million | $680 million | $771 million |
| After-Tax IRR | 14.0% | 16.0% | 18.0% | 19.9% | 21.7% |
Mineral Resource Estimate
In September 2022, the Mineral Resource Estimate (“MRE”) for the Duparquet deposit was updated by InnovExplo Inc. in accordance with NI 43-101 (See news release of September 12, 2022 for details). The Duparquet deposit MRE contains 3.44 million ounces of gold in the Measured & Indicated category, grading 1.55 g/t Au, and an additional 1.6 million ounces of gold in the Inferred category, grading 1.36 g/t Au (see Table 3).
In August 2023, new Mineral Resource Estimates were completed on First Mining’s 100% owned Pitt Gold and Duquesne deposits and have added 1.0 million ounces of gold grading 2.32 g/t Au in the Inferred category (see Table 4), which now form part of the larger consolidated Duparquet Gold Project.
Following the updated Mineral Resource Estimates at Pitt Gold and Duquesne, the consolidated Duparquet Project now 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 (Table 5).
Table 3: Duparquet Deposit Mineral Resource Estimate (Effective September 12, 2022)
| 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 | 28,333,000 | 1.07 | 970,400 |
| UG Mining | 1.50 | - | - | - | 5,506,900 | 2.26 | 399,300 | 9,038,900 | 2.29 | 665,600 |
| 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 | 37,371,900 | 1.36 | 1,636,000 |
| Page 13 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
Table 4: Pitt Gold and Duquesne Deposits Mineral Resource Estimate (Effective August 31, 2023) – not included in the PEA
| Area (mining method) | Cut-off (g/t) | Pitt Gold Inferred Resource | Duquesne Inferred resource | ||||
| Tonnage (t) | Au (g/t) | Ounces | Tonnage (t) | Au (g/t) | Ounces | ||
| Open Pit | 0.5 | - | - | - | 6,300,000 | 1.56 | 316,000 |
| UG Mining | 1.75 | 2,120,000 | 2.75 | 187,200 | 5,030,000 | 3.1 | 501,400 |
| Total |
| 2,120,000 | 2.75 | 187,200 | 11,330,000 | 2.24 | 817,400 |
Table 5: 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 | 0.4 | 163,700 | 1.37 | 7,200 | 59,410,600 | 1.52 | 2,909,600 | 34,633,000 | 1.16 | 1,286,400 |
| UG Mining | 1.5 | - | - | - | 5,506,900 | 2.26 | 399,300 | 16,189,000 | 2.6 | 1,354,100 |
| Tailings | 0.4 | 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 |
Notes to accompany the Duparquet Deposit Mineral Resource Estimate:
|
| a) | The independent and qualified persons for the Mineral Resource estimate, as defined by NI 43 101, are Marina Lund, P.Geo., Carl Pelletier, P.Geo. and Simon Boudreau, P.Eng. from InnovExplo Inc., and Guy Comeau, P.Eng. from Soutex Inc. The effective date of the estimate is Sept. 12, 2022. |
|
| b) | Mineral Resources are not Mineral Reserves, as they do not have demonstrated economic viability. There is currently insufficient data to define these Inferred Mineral Resources as Indicated or Measured Mineral Resources and it is uncertain if further exploration will result in upgrading them to an Indicated or Measured Mineral Resource category. The Mineral Resource estimate follows current CIM Definition Standards. |
|
| c) | The results are presented in situ and undiluted and have reasonable prospects of economic viability. |
|
| d) | In-pit and underground estimates encompass sixty (60) mineralized domains and one dilution envelope using the grade of the adjacent material when assayed or a value of zero when not assayed; The tailings estimate encompass four (4) zones. |
|
| e) | In-pit and underground: High-grade capping of 25 g/t Au; Tailings: High-grade capping of 13.0 g/t Au for Zone 1, 3.5 g/t Au for Zone 2, 1.7 g/t Au for Zone 3 and 2.2 g/t Au for Zone 4. High-grade capping supported by statistical analysis was done on raw assay data before compositing. |
|
| f) | In-pit and underground: The estimate used a sub-block model in GEOVIA SURPAC 2021 with a unit block size of 5m x 5m x 5m and a minimum block size of 1.25m x 1.25m x1.25m. Grade interpolation was obtained by ID2 using hard boundaries. Tailings: The estimate used a block model in GEOVIA GEMS with a block size of 5m x 5m x 1m. Grade interpolation was obtained by ID2 using hard boundaries. |
|
| g) | In-pit and underground: A density value of 2.73 g/cm3 was used for the mineralized domains and the envelope. A density value of 2.00 g/cm3 was used for the overburden. A density value of 1.00 g/cm3 was used for the excavation solids (drifts and stopes) assumed to be filled with water. Tailings: A fixed density of 1.45 g/cm3 was used in zones and waste. |
|
| h) | In-pit and underground: The Mineral Resource estimate is classified as Measured, Indicated and Inferred. The Measured category is defined by blocks having a volume of at least 25% within an envelope built at a distance of 10 m around existing channel samples. The Indicated category is defined by blocks meeting at least one (1) of the following conditions: Blocks falling within a 15-m buffer surrounding existing stopes and/or blocks for which the average distance to composites is less than 45 m. A clipping polygon was generated to constrain Indicated Mineral Resources for each of the sixty (60) mineralized domains. Only the blocks for which reasonable geological and grade continuity have been demonstrated were selected. All remaining interpolated blocks were classified as Inferred Mineral Resources. Blocks interpolated in the envelope were all classified as Inferred Mineral Resources. Tailings: The Measured and Indicated categories were defined based on the drill hole spacing (Measured: Zones 1 and 2 = 30m x 30m grid; Indicated: Zone 3 = 100m x 100m grid and Zone 4 = 200m x 200m grid). |
|
| i) | In-pit and underground: The Mineral Resource estimate is locally pit-constrained with a bedrock slope angle of 50° and an overburden slope angle of 30°. The out-pit Mineral Resource met the reasonable prospect for eventual economic extraction by having constraining volumes applied to any blocks (potential underground extraction scenario) using DSO. It is reported at a rounded cut-off grade of 0.4 g/t Au (in-pit and tailings) and 1.5 g/t Au (UG). The cut-off grades were calculated using the following parameters: mining cost = CA$70.00 (UG); processing cost = CA$11.9 to 17.0; G&A = CA$8.75; refining and selling costs = CA$ 5.00; gold price = US$ 1,650/oz; USD:CAD exchange rate = 1.31; and mill recovery = 93.9%. The cut-off grades should be re-evaluated in light of future prevailing market conditions (metal prices, exchange rates, mining costs etc.). |
|
| j) | The number of metric tons and ounces was rounded to the nearest hundred, following the recommendations in NI 43-101. Any discrepancies in the totals are due to rounding. |
|
| k) | The authors are not aware of any known environmental, permitting, legal, title-related, taxation, socio-political, or marketing issues, or any other relevant issue not reported in the Technical Report, that could materially affect the Mineral Resource estimate. |
| Page 14 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
Notes to accompany the Pitt and Duquesne Mineral Resource Estimates:
|
| · | The independent qualified persons for the Pitt Gold and Duquesne mineral resource estimates, as defined by NI 43 101, are Olivier Vadnais-Leblanc, P.Geo., Carl Pelletier, P.Geo., and Simon Boudreau, P.Eng. from InnovExplo. The effective date of the estimate is August 31, 2023. |
|
| · | These mineral resources are not mineral reserves, as they do not have demonstrated economic viability. There is currently insufficient data to define these Inferred mineral resources as Indicated or Measured mineral resources and it is uncertain if further exploration will result in upgrading them to an Indicated or Measured mineral resource category. The mineral resource estimate follows current CIM Definition Standards. |
|
| · | The results are presented in situ and undiluted and have reasonable prospects of eventual economical extraction. |
|
| · | Pitt Gold: Underground: High-grade capping of 20 g/t Au. High-grade capping supported by statistical analysis was done on composited assays. |
|
| · | Duquesne: In-pit and Underground: High-grade capping of 55 g/t Au. High-grade capping supported by statistical analysis was done on composited assays. |
|
| · | A density value of 2.7 g/cm3 was used for the mineralized domains and the envelope. |
|
| · | The mineral resource estimates are classified as Inferred due to a lack of confidence in certain drill hole collar and underground development locations. |
|
| · | The Mineral Resource Estimates for Duquesne and Pitt Gold were prepared using 3D block modelling and the inverse distance squared (“ID2”) interpolation method. |
|
| · | The mineral resources are categorized as Inferred based on drill spacing, as well as geological and grade continuity. A maximum distance to the closest composite of 75 m for Inferred in all zones for Duquesne of 210 m for Inferred in all zones for Pitt Gold. |
Exploration Program
First Mining’s 2023 exploration strategy and maiden drill program on the Project was focused on derisking, validating and testing exploration targets that could unlock meaningful expansion opportunities along strike and down plunge of existing deposits. The Company completed 17 exploration drill holes totalling 6,966 m in its 2023 exploration drilling campaign, and results defined several significant discovery and follow-up targets, including a new zone immediately to the south of the current mineral resource area (Buzz Zone: 6.52 g/t Au over 4.6 m), confirmation of mineralization and a higher grade trend in the area of Central Duparquet (CDHG Zone: 2.73 g/t Au over 6.15 m), extension and connectivity of the mineralization between Central Duparquet and the Dumico deposit (Valentre Zone: 1.71 g/t Au over 8.9 m) and most recently, advancing the easterly and down-dip extension of the Donchester South Shear Zone (DCD Zone: 1.83 g/t Au over 7.0 m).
Field exploration campaigns commenced mid-August 2023 with the focus on model validation and mapping & prospecting campaigns that are targeting brownfield opportunities identified in the geological model, as well as regional, greenfield opportunities. Mapping campaigns were completed in Q4 2023 and analytical results received and incorporated into project datasets to support further target development.
Final results from the 2023 drilling, and the commencement of the 2024 drill program were announced on February 22, 2024.
Highlights of the 2024 exploration program at Duparquet up to June 30, 2024 include:
|
| · | Initial drilling results from 2024 Phase 2B winter diamond drilling program reported on 21 May 2024. Drilling targeted areas of the North Zone which forms a foundational part of the Project’s gold resource, as well as discovery-level drilling of the Rex Target, an important exploration trend immediately north of the current resource. Highlights included drill hole DUP24-018 returning 3.11 g/t Au over 13.16 m from 175.52 m to 188.68 m, and hole DUP24-019 returning 3.07 g/t Au over 10.32 m from 87.94 m to 98.26 m, and 3.19 g/t over 4.53 m from 102.30 m to 106.83 m. |
|
| · | Additional assay results reported on 18 June 2024 from drilling which targeted additional exploration trends of the North Zone, assessing the potential for higher-grade areas with extensional continuity. Drill hole DUP24-024 returned multiple intervals of significant higher-grade mineralization over considerable widths that are hosted proximal to and within a newly identified mafic volcanic unit. Highlights from hole DUP24-024 include 10.67 g/t Au over 5.3 m from 448.4 m to 453.7 m, 6.63 g/t Au over 9.0 m from 476.0 m to 485.0 m, 3.04 g/t Au over 33.5 m from 488.5 m to 522.0 m, and 5.97 g/t Au over 33.0 m from 534 m to 567 m (including 9.63 g/t Au over 4.2 m from 534.7 m to 538.9 m, and 14.43 g/t Au over 6.0 m from 547.0 to 553 m). |
|
| · | Completion of a project-wide airborne geophysical and LiDAR survey, partnered with leading industry group ALS Goldspot Discoveries Ltd. |
| Page 15 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
|
| · | Completion of an on-site exploration planning session evolving geoscience strategies and targeting, involving a team of in-house geoscientists, strategic advisors and industry consultants |
|
| · | Introduction of an oriented core program |
|
| · | Commencement of a summer field campaign consisting of mapping and prospecting on regional targets |
|
| · | Completion of a property-wide, 3-dimensional geological modelling project, advancing both regional development opportunities and areas favoured for exploration discovery potential. |
During the six months ended June 30, 2024, the most significant expenditures at the Duparquet Gold Project were:
|
| · | $776,000 in connection with exploration and technical consulting; |
|
| · | $592,000 for contractors and salaries; |
|
| · | $546,000 in connection with ongoing environmental permitting and community consultations; |
|
| · | $138,000 in connection with travel, fuel and other expenditures |
|
|
| $2,052,000 |
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 (the “Non-Compliance Notice”) 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. No official response from the MELCCFP has been received to date and discussions are ongoing with the MELCCFP. The Company is committed to working in partnership with the municipality of Duparquet, citizens and Indigenous communities.
Future Work Plans
The 2024 exploration programs at the Duparquet Project aim to build on the successes and learnings of the 2023 campaigns, with a continued focus on growth opportunities. Drilling re-commenced February 2024 with the objective of completing the Phase 2 winter drilling component of the program. In the second quarter of 2024, the Company commenced a Phase 3 drilling campaign targeting the North Zone, Buzz and Valentre targets. The Company also completed the acquisition of a tenure wide regional airborne geophysics and LiDAR survey programs to further uplift exploration target development and vectoring ahead of the summer field campaigns. A property wide 3D Geological model update was undertaken in Q2 and final deliverables of this are expected in Q3 2024. The remainder of 2024 will focus on concluding the balance of the 2024: 12,000m drilling program advancing on select targets and drill testing. Fieldwork campaigns are expected to continue around regional target development, supporting the development of the Duparquet Gold Projects target pipeline. Project development work will consist of continued project derisking coupled with mining scenario optimization studies focused on a phased development approach.
Other Projects
Cameron Gold Project, Ontario
The Cameron Gold Project consists of a district-scale, 528 square kilometre (53,000 ha) land 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, 2024, overall spend at the Cameron project was approximately $115,000 of which 57% is attributable to salaries and travel expenses.
| Page 16 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
Hope Brook Gold Project, Newfoundland
The Hope Brook Gold Project is located 85 km east of Port aux Basques, Newfoundland. The property tenure was reconfigured in 2023, and again in 2024, and now covers an area of 5,925 ha over ten mineral licenses, with a deposit hosted by pyritic silicified zones occurring within a deformed, strike-extensive advanced argillic alteration zone.
Earn-In Agreement with Big Ridge Gold
On April 6, 2021, First Mining announced that it had entered into an earn-in agreement (the “Big Ridge Earn-In Agreement”) with Big Ridge Gold Corp. (“Big Ridge”) pursuant to which Big Ridge may earn up to an 80% interest in Hope Brook. A summary of the transaction is set out in the table below and additional detail related to the earn-in arrangement is included in the Company’s news release dated April 6, 2021. On March 21, 2024, the Company amended the Earn-In Agreement between the Company and its subsidiary and Big Ridge Gold Corp. The table below reflects the Amended Earn-In for Stage 2.
On September 13, 2022, the Company announced that Big Ridge had completed the Stage 1 earn-in requirements with respect to the Hope Brook Gold Project, as set out in the Big Ridge Earn-In Agreement. As required under the agreement, Big Ridge (i) incurred $10 million in qualifying exploration expenditures at Hope Brook, (ii) issued 15,000,000 common shares of Big Ridge to First Mining, and (iii) granted to First Mining a 1.5% NSR royalty on Hope Brook, which was sold to Elemental in Q1 2023.
With the Stage 1 Earn-In complete, Big Ridge earned a 51% ownership interest in Hope Brook and had until June 8, 2026 to acquire an additional 29% direct interest in Hope Brook (the “Stage 2 Earn-In”) by: (i) incurring a further $10 million in exploration expenditures; and (ii) issuing additional Big Ridge Shares to First Mining in the amount that is the lesser of (a) 10,000,000 Big Ridge Shares; or (ii) the number of Big Ridge Shares which, when combined with the number of Big Ridge Shares owned by First Mining at the time of issuance, would result in First Mining owning 19.9% of the issued and outstanding Big Ridge Shares outstanding. Upon 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.
On March 21, 2024, the Company amended the Earn-In Agreement between the Company and Big Ridge Gold Corp. 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. 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.
| Hope Brook Gold Project Earn-in Summary |
|
| Upfront Consideration (Complete) | Stage 2 Amended Earn-in (additional 29% earn-in over 2 years) (Complete) |
| (1) $500,000 cash upon closing | Up to 10 million shares of Big Ridge to a maximum of 19.9% ownership of Big Ridge |
| (2) 11.5 million shares of Big Ridge upon closing | Additional Terms: |
| Stage 1 Earn-in (51% earn-in over 3-year period) (Complete) | ● JV to be created upon completion of Stage 1 |
| ● $10,000,000 in project exploration spend | ● First Mining free carried to a feasibility study |
| ● 15 million shares of Big Ridge | ● $2M cash payment upon commercial production |
| ● 1.5% NSR royalty (0.5% buyback for $2.0M) – sold in Jan/23 |
|
| Page 17 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
SELECT QUARTERLY FINANCIAL INFORMATION
|
|
| 2024-Q2 |
|
| 2024-Q1 |
|
| 2023-Q4 |
|
| 2023-Q3 |
|
| 2023-Q2 |
|
| 2023-Q1 |
|
| 2022-Q4 |
|
| 2022-Q3 |
| ||||||||
| Net Income (Loss) |
| $ | (10,564 | ) |
| $ | (18,300 | ) |
|
| (8,038 | ) |
| $ | 624 |
|
| $ | (1,149 | ) |
| $ | 1,527 |
|
| $ | (8,131 | ) |
| $ | (2,669 | ) |
| Impairment of non-current assets |
|
| - |
|
|
| (11,955 | ) |
|
| - |
|
|
| (1,545 | ) |
|
| - |
|
|
| - |
|
|
| (757 | ) |
|
| (2,180 | ) |
| Total cash provided by (used in) operating activities |
|
| (409 | ) |
|
| (2,036 | ) |
|
| (798 | ) |
|
| (1,094 | ) |
|
| (3,364 | ) |
|
| 184 |
|
|
| (1,761 | ) |
|
| (28 | ) |
| Basic and Diluted Net Income (Loss) Per Share (in dollars) |
|
| (0.01 | ) |
|
| (0.02 | ) |
|
| (0.01 | ) |
|
| 0.00 |
|
|
| (0.00 | ) |
|
| 0.00 |
|
|
| (0.01 | ) |
|
| (0.00 | ) |
|
|
| 2024-Q2 |
|
| 2024-Q1 |
|
| 2023-Q4 |
|
| 2023-Q3 |
|
| 2023-Q2 |
|
| 2023-Q1 |
|
| 2022-Q4 |
|
| 2022-Q3 |
| ||||||||
| Cash and Cash Equivalents |
|
| 10,368 |
|
|
| 7,732 |
|
|
| 12,211 |
|
|
| 1,949 |
|
|
| 5,234 |
|
|
| 6,907 |
|
|
| 13,558 |
|
|
| 6,587 |
|
| Short-term investments |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 4,798 |
|
|
| 4,634 |
|
|
| 4,797 |
|
|
| - |
|
|
| - |
|
| Marketable securities |
|
| 2,845 |
|
|
| 106 |
|
|
| 263 |
|
|
| 30 |
|
|
| 2,290 |
|
|
| 2,811 |
|
|
| 184 |
|
|
| 4,715 |
|
| Working Capital (Deficit) (1) |
|
| 1,943 |
|
|
| (1,687 | ) |
|
| 2,162 |
|
|
| (3,049 | ) |
|
| 1,789 |
|
|
| 5,366 |
|
|
| 5,612 |
|
|
| 2,994 |
|
| Mineral Properties |
|
| 240,964 |
|
|
| 235,830 |
|
|
| 244,234 |
|
|
| 239,500 |
|
|
| 234,737 |
|
|
| 229,440 |
|
|
| 221,147 |
|
|
| 219,196 |
|
| Investment in NexGold Mining Corp. (2) |
|
| - |
|
|
| 3,034 |
|
|
| 3,269 |
|
|
| 3,302 |
|
|
| 5,115 |
|
|
| 5,492 |
|
|
| 5,592 |
|
|
| 6,000 |
|
| Investment in PC Gold Inc. |
|
| 21,527 |
|
|
| 21,527 |
|
|
| 21,527 |
|
|
| 21,528 |
|
|
| 21,572 |
|
|
| 21,572 |
|
|
| 21,572 |
|
|
| 21,535 |
|
| Investment in Big Ridge Gold Corp. |
|
| - |
|
|
| - |
|
|
| 1,406 |
|
|
| 1,479 |
|
|
| 2,068 |
|
|
| 2,054 |
|
|
| 2,119 |
|
|
| 2,915 |
|
| Total Assets |
|
| 278,899 |
|
|
| 271,528 |
|
|
| 289,067 |
|
|
| 276,098 |
|
|
| 279,277 |
|
|
| 275,831 |
|
|
| 266,933 |
|
|
| 264,533 |
|
| Total Non-Current Liabilities |
| $ | 51,094 |
|
| $ | 40,508 |
|
|
| 36,486 |
|
|
| 29,473 |
|
| $ | 33,354 |
|
| $ | 34,051 |
|
| $ | 30,015 |
|
| $ | 18,578 |
|
|
| (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 current marketable securities. |
Key trends in the quarterly results are as follows:
Net income (loss) – quarter to quarter fluctuations are primarily due to the timing of non-cash items such as impairments. Share-based payments expense, which fluctuates due to the timing and number of stock option grants together with the associated fair value dollar amount calculated at the time of the grant, is one of the more common examples. In addition to fair value adjustments which are required as and when facts dictate, other non-cash items are fair value movements on the Silver Stream derivative liability and certain investments based on underlying market prices at period end. As can be seen in the table above, the fluctuation in cash used in operating activities does not tend to vary nearly as much as net income (loss).
Cash and cash equivalents – fluctuations are due to the amount and timing of cash used to fund investing and operating activities at the Company’s mineral property portfolio, offset by financings provided by private placements, public offerings, the exercise of options and warrants to support such activities and the divestment of project interests or investment positions.
Total assets – quarterly changes are the direct result of fluctuations described above in cash and cash equivalents and investments in the current asset category, and due to mineral property expenditure additions and impairment, and the equity loss and recorded fair value adjustments of our marketable securities in NexGold and Big Ridge Gold.
Non-current liabilities – Changes predominantly due to the Silver Stream derivative liability fair value movement at each period end date.
| Page 18 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
RESULTS OF CONTINUING OPERATIONS
Unless otherwise stated, the following financial data was prepared on a basis consistent with IFRS Accounting Standards including IAS 34 and extracted from the unaudited condensed interim consolidated financial statements for the six months ended June 30, 2024.
Second Quarter 2024 compared to Second Quarter 2023
For the three months ended June 30, 2024, net loss and comprehensive loss for the period has increased by $9.2 million compared to the three months ended June 30, 2023. The most significant components of this overall change are explained by the following:
| Income Statement Category | Variance between Periods – (Increase) decrease (in $000s) |
| Explanation | |
| Loss from operational activities |
|
|
| |
| General and administration | $ | 533 |
| Primarily lower in Q2 2024 due to lower salaries, consultants, professional fees compared to Q2 2023 due cost reduction initiatives. |
| Corporate development and due diligence | $ | 114 |
| Reduction in professional fees and related costs. |
| Other items |
|
|
|
|
| Gain on disposal of asset | $ | (335) |
| No gain was recorded in Q2 2024, compared to Q2 2023 for the sale of claims to Grid Metals. |
| Change in fair value on Silver Stream derivative liability (non-cash) | $ | (11,684) |
| Fair value loss on the silver stream derivative was primarily as a result of a 16% increase in market volatility, 24% increase in forward curve and a 14% increase in the silver spot price in Q2 2024 vs decreases of 26%, 8% and 6% in volatility, forward curve and spot price respectively in Q2 2023. |
| Change in equity accounted investments | $ | (1,587) |
| Reclassification of $1.1M of TML/NexGold shares to short term investment and equity pickup adjustment of ($0.4M) for NexGold ($235K) and Big Ridge ($145K). |
|
|
|
|
|
|
| Net loss for the period | $ | (9,415) |
| Increase in net loss predominantly relates to the fair value loss on Silver Stream derivative liability in Q2 2024 |
| Other comprehensive loss |
|
|
|
|
| Investments fair value loss (non-cash) | $ | 207 |
| Fair value adjustment of investments relating to NexGold, Grid Metals and Patriot Lithium for Q2 2024 vs Westward Gold and Elemental Altus Royalties Corp. for Q2 2023 |
| Net loss and comprehensive loss | $ | (9,208) |
| Increase in net loss and comprehensive loss predominantly relates to the reasons given above. |
| Page 19 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023
For the six months ended June 30, 2024, net loss for the period has increased by $29.7 million compared to the six months ended June 30, 2023. The most significant components of this overall change are explained by the following:
| Income Statement Category | Variance between Periods - (Increase) decrease |
| Explanation | |
| Loss from operational activities |
|
|
| |
| General and administration | $ | 980 |
| Decrease primarily pertains to lower salaries and professional fees compared to Q2 2023. There was an increase in transactional activities in the first half of 2023 compared to the same period this year. |
| Impairment of long-lived assets | $ | (11,955) |
| Primarily driven by Hope Brook impairment of $12M in 2024 |
| Other items |
|
|
|
|
| Change in fair value on Silver Stream derivative liability (non-cash) | $ | (11,965) |
| Loss on the silver stream derivative due to 1% increase in volatility, 27% increase in forward curve and 22% increase in spot rate for YTD 2024 vs YTD 2023. |
| Gain on sale of mineral properties | $ | 6,227 |
| Gain is due to the Q1 2023 sale of the Company’s non-core royalty portfolio for total consideration of approximately $6.7 million, comprised of $4.7 million in cash and 1,598,162 common shares of Elemental Altus Royalties Corp. |
| Investments fair value gain (non-cash) | $ | (1,134) |
| Gain on investment reclassification of NexGold shares to short term investment and loss on investment reclassification of Big Ridge. |
| Deferred income tax recovery | $ | 344 |
| Decrease due to the settlement of flow-through share premium liability upon incurring eligible flow-through expenditures on funds raised in 2024. |
| Net income for the period | $ | (29,243) |
| Increase in net loss predominantly relates to the Hope Brook impairment and by the fair value loss on the Silver Stream liability. |
| Other comprehensive income |
|
|
|
|
| Investments fair value loss (non-cash) | $ | 422 |
| Increase due to change in marketable securities |
| Net income and comprehensive income | $ | (29,665) |
| Increase in net income and comprehensive loss predominantly relates to the reasons given above. |
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
| (in $000s) |
| Six months ended June 30 |
| |||||
|
|
| 2024 |
|
| 2023 |
| ||
| CASH PROVIDED BY (USED IN) |
|
|
|
|
|
| ||
| Operating activities |
| $ | (2,445 | ) |
| $ | (3,180 | ) |
| Investing activities |
|
| (6,382 | ) |
|
| (9,955 | ) |
| Financing activities |
|
| 6,875 |
|
|
| 4,789 |
|
| Foreign exchange effect on cash |
|
| 109 |
|
|
| 22 |
|
| CHANGE IN CASH AND CASH EQUIVALENTS |
|
| (1,843 | ) |
|
| (8,324 | ) |
| Working Capital (1) |
|
| 1,943 |
|
|
| 1,789 |
|
| Cash and cash equivalents, beginning |
|
| 12,211 |
|
|
| 13,558 |
|
| Cash and cash equivalents, ending |
| $ | 10,368 |
|
| $ | 5,234 |
|
| Page 20 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
|
| (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 from June 30, 2023 to June 30, 2024 include:
|
| · | Cash used in operating activities slightly decreased due to changes in non-cash working capital items compared to 2023. There were no significant changes in Accounts Receivable, Prepaid and Other Expenses, and Accounts Payable & Accrued Liabilities. |
|
| · | Cash used in investing activities decreased primarily due to sales proceeds from the sale of Big Ridge and NexGold shares. |
|
| · | Cash provided by financing activities increased due to proceeds from the $7 million flow through raise in Q2 2024. |
|
| · | Working capital is higher at the end of Q2 2024 compared to Q2 2023 primarily due to higher cash and cash equivalents offset by lower investments in Q2 2024 compared to the corresponding period in 2023. |
Trends in Liquidity, Working Capital, and Capital Resources
The Company’s unaudited condensed interim consolidated financial statements were prepared on a going concern basis. The going concern basis assumes that the Company will continue its operations for at least twelve months from June 30, 2024 and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
As at June 30, 2024, the Company had a working capital surplus of $1,943,000 (December 31, 2023 - $2,162,000). The $12,079,000 (December 31, 2023 - $11,187,000) current liability balance as at June 30, 2024 is a non-cash item and represents the additional net dilution that would result from FireFly Metals completing its additional 10% equity interest in PC Gold Corp. Following receipt of $3,000,000 under this option, First Mining’s ownership would reduce to 20%. The Company has no history of revenues from its operating activities. The Company is not in production on any of its mineral properties and accordingly does not generate cash from operations. During the six months ended June 30, 2024, the Company had negative cash flow of $2,445,000 from operating activities.
The Company has financed its activities through selling its non-core royalty portfolio and selling some of its investments in other companies. In addition to reducing spending, disposing of assets and seeking other non-equity sources of financing, the Company remains reliant on equity markets for raising capital through the issuance of new shares until it can generate positive cash flow from operations to finance its exploration and development programs. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and liquidate its marketable securities. There can be no assurance that the Company will be able to continue to secure additional financing in the future on terms that are favourable. This gives rise to a material uncertainty that may raise substantial doubt about the Company’s ability to continue as a going concern.
The unaudited condensed interim consolidated financial statements do not give effect to any adjustments to the carrying values of the assets and liabilities, the reported expenses, and the statements of financial position classifications used that would be necessary should the Company be unable to continue as going concern. Such adjustments could be material.
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 submitting a Final EA report in 2024. |
|
| · | Advancing exploration, environmental and technical work at the Duparquet Gold Project, including environmental baseline monitoring, geological data compilation and targeting, and completion of the 2024 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 21 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
FINANCIAL INSTRUMENTS
All financial instruments are required to be measured at fair value on initial recognition net 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 the annual consolidated financial statements for the year ended December 31, 2023, 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.
RELATED PARTY TRANSACTIONS
The Company’s related parties consist of the key management personnel, Company’s Directors and Officers.
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, 2024 and 2023 is as follows:
| Service or Item |
| For the six months ended June 30 |
| |||||
|
| 2024 |
| 2023 | |||||
| Directors’ fees |
| $ | 156 |
|
| $ | 145 |
|
| Salaries and consultants’ fees |
|
| 850 |
|
|
| 1,225 |
|
| Share-based payments (non-cash) |
|
| 854 |
|
|
| 1,097 |
|
| Total |
| $ | 1,860 |
|
| $ | 2,467 |
|
| Page 22 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
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, 2024 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 |
| $ | 4,606 |
|
| $ | 4,606 |
|
| $ | 4,606 |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| Other liabilities |
|
| 452 |
|
|
| 600 |
|
|
| 400 |
|
|
| 200 |
|
|
|
|
|
|
|
|
|
| Lease liability |
|
| 292 |
|
|
| 345 |
|
|
| 106 |
|
|
| 239 |
|
|
| - |
|
|
| - |
|
| Total |
| $ | 5,350 |
|
| $ | 5,551 |
|
| $ | 5,112 |
|
| $ | 439 |
|
| $ | - |
|
| $ | - |
|
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 contained in the annual consolidated financial statements for the year ended December 31, 2023. Furthermore, there were no changes in the Company’s accounting policies during the second quarter ended June 30, 2024.
CRITICAL ACCOUNTING ESTIMATES
The preparation of the consolidated financial statements in conformity with IFRS Accounting Standards requires management to make judgments, estimates and assumptions which affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and other factors considered to be reasonable and are reviewed on an ongoing basis. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.
Estimation uncertainties are described in the Company’s unaudited condensed interim consolidated financial statements for the six months ended June 30, 2024.
| Page 23 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
CRITICAL ACCOUNTING JUDGMENTS
The preparation of financial statements requires management to exercise judgment in the process of applying its accounting policies. Judgments are regularly evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. In preparing the Company’s unaudited condensed interim consolidated financial statements for the six months ended June 30, 2024, the Company used the same accounting policies and methods of computation as in the Company’s annual consolidated financial statements for the year ended December 31, 2023. The following section discusses significant accounting policy judgments which have been made in connection with the financial statements for the six months ended June 30, 2024:
Mineral Property Impairment Indicators
In accordance with the Company’s accounting policy for its mineral properties, exploration and evaluation expenditures on mineral properties are capitalized. There is no certainty that the expenditure made by the Company in the exploration of its property interests will result in discoveries of commercial quantities of minerals. The Company applies judgment to determine whether indicators of impairment exist for these capitalized costs.
Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to the reporting date.
Impairment of Investment in Associates
With respect to its investments in PC Gold, which are accounted for using the equity method, the Company is required to make estimates and judgments about future events and circumstances and whether the carrying amount of the asset exceeds its recoverable amount. Recoverability of each investment depends on various factors, including the identification of economic recoverability of reserves at the respective exploration properties, the ability for each company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition of the underlying company shares themselves. The publicly quoted share price of each company, where applicable, is also a source of objective evidence about the recoverable amount of the equity investment.
IFRS ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED
There are no IFRS Accounting Standards or International Financial Reporting Interpretations Committee that are not yet effective that would be expected to have a material impact on the Company’s consolidated financial statements.
RISKS AND UNCERTAINTIES
The Company is subject to a number of risks and uncertainties, each of which could have an adverse effect on its business operations or financial results. Some of these risks and uncertainties are detailed below. For a comprehensive list of the Company’s risks and uncertainties, see the Company’s AIF for the year ended December 31, 2023 under the heading “Risks that can affect our business”, which is available under our SEDAR+ profile at www.sedarplus.ca, and on EDGAR as an exhibit to Form 40-F.
Risks related to Financial Instruments
The Company thoroughly examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include market risk (including equity price risk, foreign currency risk, interest rate risk and commodity price risk), credit risk, liquidity risk, and capital risk. Where material, these risks are reviewed and monitored by the Board.
The Board has overall responsibility for the determination of the Company’s risk management objectives and policies. The overall objective of the Board is to set policies that seek to reduce risk as much as possible without unduly affecting the Company’s competitiveness and flexibility.
| Page 24 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk includes equity price risk, foreign currency risk, interest rate risk and commodity price risk.
Equity Price Risk
The Company is exposed to equity price risk as a result of holding investments in equity securities of several other mineral property related companies.
If the fair value of our investments in equity instruments designated as fair value through other comprehensive income (FVTOCI) had been 10% higher or lower as at June 30, 2024, other comprehensive loss for the six months ended June 30, 2024 would have decreased or increased, respectively, by $285,000 (2023 – $26,000).
Foreign Currency Risk
The Company is exposed to financial risk related to the fluctuation of foreign exchange rates. As at June 30, 2024, the Company was exposed to currency risk on the following financial instruments denominated in US$. 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:
|
|
| June 30, 2024 |
| |
| Cash, cash equivalents |
| $ | 1,114 |
|
| Net exposure |
| $ | 1,114 |
|
| Effect of +/- 10% change in currency |
| $ | 111 |
|
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%.
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.
| Page 25 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
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, 2024, based on the undiscounted contractual cash flows. As at June 30, 2024, the Company had cash and cash equivalents of $10,368,000 (June 30, 2023 – $5,234,000).
Capital Risk Management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and retention of its mineral properties. The Company has historically demonstrated the ability to raise new capital through equity issuances and/or through surplus cash as part of its acquisitions. In the management of capital, the Company includes the components of shareholders’ equity. The Company prepares annual estimates of exploration and administrative expenditures and monitors actual expenditures compared to the estimates to try to ensure that there is sufficient capital on hand to meet ongoing obligations.
Risks Generally
For a comprehensive discussion of the risks and uncertainties that may have an adverse effect on the Company’s business, operations and financial results, refer to the Company’s latest AIF for the year ended December 31, 2023 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.
Louis Martin, P.Geo., (OGQ 0364) a consultant of 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 963,359,362 common shares issued and outstanding; 84,639,987 warrants outstanding; 59,180,000 options outstanding; 10,551,283 restricted share units outstanding; 10,466,000 performance share units; and 1,509,000 deferred share units outstanding.
DISCLOSURE CONTROLS AND PROCEDURES
The Company’s Management, with the participation of its Chief Executive Officer (“CEO”) and its Chief Financial Officer (“CFO”), have evaluated the effectiveness of the Company’s disclosure controls and procedures. Based upon the results of that evaluation, the Company’s CEO and CFO have concluded that, as of December 31, 2023, 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 26 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
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 Company’s consolidated financial statements. |
The Company’s internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures. There have been no significant changes in our internal controls during the six months ended June 30, 2024 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.
LIMITATIONS OF CONTROLS AND PROCEDURES
The Company’s Management, including the CEO and CFO, believes that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, may not prevent or detect all misstatements because of inherent limitations. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any control system is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
| Page 27 |
| FIRST MINING GOLD CORP. (Presented in Canadian dollars, unless otherwise indicated) | Management’s Discussion & Analysis For the three and six months ended June 30, 2024 |
|
|
|
FORWARD-LOOKING INFORMATION
This MD&A is based on a review of the Company’s operations, financial position and plans for the future based on facts and circumstances as of June 30, 2024. 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 2024 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 2024 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, EA approval for the Springpole Gold Project and the expected timing of such 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.
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, 2023 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 28 |
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, 2024. |
|
|
|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings. |
|
|
|
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
|
|
|
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
|
|
|
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings: |
|
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
|
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
|
|
|
|
|
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
|
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
|
|
|
| 5.2 | N/A. |
|
|
|
| 5.3 | N/A. |
|
|
|
| 6 | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 7, 2024
(signed) “Daniel W. Wilton”
Daniel W. Wilton
Chief Executive Officer
EXHIBIT 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Lisa Peterson, the Chief Financial Officer of First Mining Gold Corp., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of First Mining Gold Corp. (the “issuer”) for the interim period ended June 30, 2024. |
|
|
|
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings. |
|
|
|
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
|
|
|
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
|
|
|
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings: |
|
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
|
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and |
|
|
|
|
|
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
|
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). |
|
|
|
| 5.2 | N/A. |
|
|
|
| 5.3 | N/A. |
|
|
|
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
Date: August 7, 2024
(signed) “Lisa Peterson”
Lisa Peterson
Chief Financial Officer