First Mining Gold Corp 6-K, filed Jun 3, 2020
First Mining Gold Corp. (FFMGF)
6-K
2020-06-03
For: 2020-06-03
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About this 6-K
First Mining Gold Corp filed this 6-K on June 3, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of
June 2020
Commission File Number: 000-55607
First Mining Gold
Corp.
(Translation of registrant's name into English)
(Translation of registrant's name into English)
Suite
2070, 1188 West Georgia Street, Vancouver, B.C., V6E
4A2
(Address of principal executive office)
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form
40-F.
Form 20-F [ ]
Form 40-F [ X ]
Indicate by check mark if the registrant is
submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): [ ]
SUBMITTED
HEREWITH
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Exhibits
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Press Release dated June 3,
2020
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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First Mining Gold
Corp.
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(Registrant)
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Date: June 3, 2020
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/s/ Samir
Patel
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Samir Patel
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General Counsel and Corporate
Secretary
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Exhibit
99.1
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TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
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NEWS RELEASE
First Mining Signs Definitive Agreement with Treasury Metals to
Combine the Goldlund and Goliath Gold Projects in Ontario,
Canada
Creates a District-Scale, Multi-Million Ounce Gold
Developer
First Mining to Become Treasury’s Largest Shareholder and
Plans to Distribute the Majority of Treasury Metals Shares and
Warrants Directly to First Mining Shareholders
June 3, 2020 – Vancouver, Canada – First Mining Gold
Corp. (“First Mining” or the
“Company”) (TSX:
FF) (OTCQX: FFMGF)
(FRANKFURT: FMG) is pleased
to announce that it has entered into a definitive share purchase
agreement (the “Agreement”) with Treasury Metals Inc.
(“Treasury
Metals” or
“TML”)
(TSX: TML) (OTCQX: TSRMF) (FRANKFURT: TRC) pursuant
to which Treasury Metals will acquire all of the issued and
outstanding shares of Tamaka Gold Corporation, a wholly-owned
subsidiary of First Mining that owns the Goldlund Gold Project
(“Goldlund”) (the “Transaction”). Combining
Goldlund with Treasury Metals’ adjacent Goliath Gold Project
(“Goliath”) creates a district-scale, multi-million
ounce gold project positioned for advancement towards construction
in a favourable mining jurisdiction.
“We
are very excited to be part of this regional consolidation in
Ontario,” stated Dan Wilton, CEO of First Mining.
“Combining our Goldlund asset with Goliath creates an
attractive opportunity to immediately establish shareholder value
through the potential synergies that these two assets share, given
their regional proximity. Importantly, our shareholders will retain
significant exposure to the future upside of the combined projects
through not only a large equity stake in Treasury Metals, but also
through warrants, a royalty, and milestone payments that are
aligned with the advancement of Goldlund.”
“I
am pleased to be delivering value for our shareholders through the
regional consolidation of this multi-million-ounce gold district in
Ontario,” stated Keith Neumeyer, Chairman and Founder of
First Mining. “This transaction delivers on the promise we
made to our shareholders when we established First Mining in 2015
to return value to our shareholders and create new district-scale
opportunities. We believe that the pro forma company is well
positioned to benefit from the current rising gold market given the
district-scale potential of these two projects and the robust
co-development opportunities. Within 12 months of the closing of
the Transaction we will look to return value to our shareholders
through a substantial distribution of the equity consideration,
allowing our shareholders to directly benefit from this
value-enhancing transaction.”
Transaction Highlights
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First Mining to
become the largest shareholder of a premier Canadian advanced-stage
gold developer
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Goldlund has
809,200 ounces of gold in the Indicated resource category and
876,954 ounces of gold in the Inferred resource
category1,
and Goliath has 1,192,000 ounces of gold in the Measured &
Indicated resource categories and 222,000 ounces of gold in the
Inferred resource category2
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Solidifies the
combined asset as one of the largest undeveloped gold assets in
Canada; consolidated resource base of the projects will be 2.0
million ounces of gold in the Measured & Indicated resource
categories, and 1.1 million ounces of gold in the Inferred resource
category
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Shortened timeline
to production given existing Federal Environmental Assessment
approval to build a mine, mill and tailings facility at
Goliath
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Strong resource
expansion potential through exploration given the prospective land
package covers a strike length of 65 km (~32,000 ha) with the
possibility to host several gold deposits
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Projects located in
an area of strong existing infrastructure, including
power
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First Mining to
distribute up to 70 million common shares of Treasury Metals
(“TML Shares”) received under the Transaction, along
with all 35 million common share purchase warrants to purchase TML
Shares (“TML Warrants”) received, to First Mining
shareholders within 12 months of closing
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First Mining
shareholders retain leverage to upside potential of the combined
assets through share and warrant ownership, a 1.5% net smelter
returns (“NSR”) royalty, and contingent milestone
payments
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First Mining to
retain strong influence in governance of the combined assets
through both Board and Technical Committee
representation
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Streamlines First
Mining’s focus on the Springpole Gold Project, its flagship
asset, without further dilution from funding the advancement of
Goldlund exploration
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TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
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(1) Goldlund resource figures from the technical report titled
"Technical Report and Resource Estimation Update, Goldlund Gold
Project, Sioux Lookout, Ontario" with an effective date of March
15, 2019, which was prepared for First Mining by WSP Canada Inc. in
accordance with NI 43-101, and is available under First Mining's
SEDAR profile at www.sedar.com.
(2) Goliath resource figures from the technical
report titled "Updated Mineral Resource Estimate for the Goliath
Gold Project, Kenora Mining Division, Northwestern Ontario" with an
effective date of July 1, 2019, which was prepared for Treasury
Metals. by P&E Mining Consultants Inc. in accordance with NI
43-101, and which is available under Treasury Metal's SEDAR profile
at www.sedar.com.
Under
the terms of the Agreement, First Mining will receive total
consideration comprised of (i) 130 million TML Shares; (ii) 35
million TML Warrants with an exercise price of $0.50 for a 3-year
term; (iii) a 1.5% NSR royalty on Goldlund (0.5% of which can be
bought back by Treasury Metals for $5 million in cash); and (iv)
milestone payments totalling $5 million, payable in cash, on
certain key advancements at Goldlund. Further details are set out
below under “Transaction Details”.
Within
12 months of closing of the Transaction, First Mining intends to
distribute up to 70 million of the TML Shares and all the TML
Warrants to its shareholders (the “Distribution”),
retaining 60 million TML Shares following the Distribution, leaving
the Company with a significant 19.9% holding of TML. This
Distribution will allow First Mining to return capital to its
shareholders while remaining Treasury Metals’ largest
shareholder through the Transaction.
Transaction Details
First
Mining has signed a definitive share purchase agreement with TML
pursuant to which TML will acquire all of the issued and
outstanding shares of Tamaka Gold Corporation, a wholly-owned
subsidiary of First Mining that owns Goldlund (through its own
wholly-owned subsidiary, Goldlund Resources Inc.).
The key
terms of the consideration to be received by First Mining under the
Transaction are as follows:
Common Share Consideration
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130,000,000 TML
Shares to be issued to First Mining on closing (with such shares
subject to the standard statutory four month hold
period)
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First Mining
intends to use commercially reasonable efforts to distribute a
substantial portion of the TML Shares to First Mining’s
shareholders within 12 months of closing the
Transaction
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First Mining will
retain no more than 19.9% of the issued and outstanding TML Shares
following the Distribution to fund the continued advancement of its
Springpole Gold Project
Warrant Consideration
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35,000,000 TML
Warrants to be issued to First Mining on closing. Each TML Warrant
will entitle the warrant holder to purchase one TML Share at an
exercise price of $0.50 for a period of three years
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First Mining
intends to use commercially reasonable efforts to distribute all
TML Warrants received under the Transaction to First Mining’s
shareholders within 12 months of closing of the
Transaction
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Treasury Metals has
agreed to use commercially reasonable efforts to list the TML
Warrants on the TSX and OTCQX following the
Distribution
Goldlund Royalty
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First Mining will
retain a 1.5% NSR royalty covering all the Goldlund
claims
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Treasury Metals
will retain a right to buy-back 0.5% of this royalty for $5 million
at any time
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TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
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Milestone Payments
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$2.5 million
payable upon receipt of a mining lease to extract material from an
open pit mine at Goldlund
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$2.5 million
payable upon 300,000 tonnes of ore being extracted from a mine at
Goldlund
Management, Board of Directors and Technical Committee
On
closing, First Mining will be entitled to nominate three directors
of a seven-member Board of Directors of Treasury Metals. After
closing, First Mining will continue to have the right to nominate
three directors to the Board until the later of (1) the next
meeting of TML's shareholders at which directors are to be elected,
and (2) the earlier of (i) the date of the Distribution, and (ii)
the date that is 12 months from the Closing Date. If at any time
after closing First Mining holds between 10% and 19.9% of the
issued and outstanding TML Shares, First Mining will have the right
to nominate two directors. If First Mining’s share ownership
is reduced to between 5.0% and 9.9% of the issued and outstanding
TML Shares, First Mining will have the right to nominate one
director.
Treasury
Metals will form a technical committee (the “Technical
Committee”) on closing of the Transaction, with the committee
overseeing project development of the consolidated assets. The
Technical Committee will consist of four members, with First Mining
initially entitled to appoint two members. After closing, as long
as First Mining holds more than 19.9% of the issued and outstanding
TML Shares, First Mining will continue to have the right to appoint
two members of the Technical Committee. If at any time after
closing First Mining’s ownership is reduced to between 10.0%
and 19.9% of the issued and outstanding TML Shares, First Mining
will have the right to nominate one member of the Technical
Committee.
Transaction Conditions and Timing
Completion
of the Transaction is subject to customary closing conditions,
including approval of at least 66⅔% of the votes cast by the
shareholders of TML at a shareholder meeting, and approval of the
Toronto Stock Exchange in connection with the 130 million TML
Shares and the 35 million TML Warrants being issued under the
Transaction. TML expects to hold an annual general and special
meeting of its shareholders in early August, and at such meeting,
the shareholders of TML will be asked to approve the Transaction.
If the transaction is approved by the shareholders of TML, closing
of the Transaction is expected to occur in mid-August
2020.
Board of Directors’ Recommendations
The
Transaction has been unanimously approved by the Board of Directors
of First Mining and the Board of Directors of TML, who have also
recommended that the shareholders of TML vote in favour of the
Transaction. All directors, certain officers and certain
shareholders of TML, who collectively hold 5.1% of the issued and
outstanding TML Shares, have entered into voting support agreements
pursuant to which they have agreed to vote their TML Shares in
favour of the Transaction.
Advisors and Counsel
Cormark
Securities Inc. is acting as financial advisor to First Mining and
Blake, Cassels & Graydon LLP is acting as Canadian legal
counsel and Dorsey & Whitney LLP is acting as U.S. legal
counsel to First Mining.
Haywood
Securities Inc. is acting as financial advisor to Treasury Metals,
Dentons Canada LLP is acting as legal counsel to the Special
Committee of the Board of Directors of Treasury Metals and McMillan
LLP is acting as legal counsel to Treasury Metals.
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TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
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Conference Call and Webcast
A joint
webcast will be held by management of both Treasury Metals and
First Mining to discuss the merits of the Transaction on
Thursday, June 4, 2020 at 7 a.m.
Pacific time / 10 a.m. Eastern time. Shareholders, analysts,
investors and media are invited to join the live webcast by
registering using the following link:
https://us02web.zoom.us/webinar/register/9015911960982/WN_KvP-WkxITluyraffdhHqAA
After
registering, you will receive a confirmation email containing
details to access the webinar via conference call or
webcast.
A
presentation to accompany the conference call and webcast can be
accessed via either the Treasury Metal or First Mining websites at
www.treasurymetals.com
or www.firstmininggold.com.
A
replay of the joint webcast will be available on both websites
following the conclusion of the call.
Qualified Person
Hazel
Mullin, P.Geo., Director, Data Management and Technical Services of
First Mining, is a “Qualified Person” for the purposes
of NI 43-101, and she has reviewed and approved the scientific and
technical disclosure contained in this news release.
Goldlund Gold Project
Goldlund is an advanced exploration stage asset located in
northwestern Ontario, approximately 60 km northeast of the town of
Dryden. The Project currently hosts 809,200 ounces gold in the
Indicated category and 876,954 ounces gold in the Inferred
category. Drilling in 2019 and early 2020 was completed on the
Project to better define both the extension of the existing
resource area and the regional scale potential. The large land
package has considerable exploration potential, with the property
extending over a strike-length of over 50 km with multiple
exploration targets identified, including the Miller Prospect which
was most recently drilled in late 2019. The Project is in an area
with excellent infrastructure and is accessible from a provincial
highway. First Mining acquired the Project in June 2016 through its
acquisition of Tamaka Gold Corporation, a privately held mineral
exploration company.
About First Mining Gold Corp.
First
Mining Gold Corp. is a Canadian-focused gold exploration and
development company advancing a large resource base of 7.4 million
ounces of gold in the Measured and Indicated categories and 3.8
million ounces of gold in the Inferred category. First
Mining’s primary focus is the development and permitting of
its Springpole Gold Project and the advanced exploration of its
Goldlund Gold Project, both located in northwestern Ontario.
Springpole is one of the largest undeveloped gold assets in Canada,
with permitting and a Pre-Feasibility Study underway. Goldlund is
an advanced exploration stage asset where drilling in 2020 is
planned to define both the extension of the existing resource area
and to better define the regional scale potential. First
Mining’s eastern Canadian property portfolio also includes
Cameron, Pickle Crow, Hope Brook, Duparquet, Duquesne, and
Pitt.
First
Mining was created in 2015 by Mr. Keith Neumeyer, founding
President and CEO of First Majestic Silver Corp.
ON BEHALF OF FIRST MINING GOLD CORP.
Daniel
W. Wilton
Chief Executive Officer and Director
For further information, please contact:
Spiros
Cacos | Vice
President, Investor Relations
Direct:
1.604.639.8827 | Toll Free:
1.844.306.8827 | Email:
info@firstmininggold.com
www.firstmininggold.com
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TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
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Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward-looking
information” and "forward-looking statements”
(collectively "forward-looking statements”) within the
meaning of applicable Canadian and United States securities
legislation including the United States Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
made as of the date of this news release. Forward-looking
statements are frequently, but not always, identified by words such
as "expects”, "anticipates”, "believes”,
“plans”, “projects”, "intends”,
"estimates”, “envisages”, "potential”,
"possible”, “strategy”, “goals”,
“objectives”, or variations thereof or stating that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved, or the negative of any of
these terms and similar expressions.
Forward-looking statements in this news release relate to future
events or future performance and reflect current estimates,
predictions, expectations or beliefs regarding future events and
include, but are not limited to, statements with respect to: (i)
the completion and expected benefits of the Transaction; (ii) the
future plans and objectives relating to the combined gold project;
(iii) the planned distribution of the equity consideration to
shareholders of the Company; (iv) the planned listing of the TML
Warrants on the TSX and the OTCQX; and (v) the anticipated timing of holding
the annual general and special meeting of shareholders of TML and
the receipt of all necessary approvals in connection with the
Transaction, including shareholder and TSX approvals. All
forward-looking statements are based on First Mining's or its
consultants' current beliefs as well as various assumptions made by
them and information currently available to them. There can be no
assurance that such statements will prove to be accurate, and
actual results and future events could differ materially from those
anticipated in such statements. Forward-looking statements reflect
the beliefs, opinions and projections on the date the statements
are made and are based upon a number of assumptions and estimates
that, while considered reasonable by the respective parties, are
inherently subject to significant business, economic, competitive,
political and social uncertainties and contingencies. Many factors,
both known and unknown, could cause actual results, performance or
achievements to be materially different from the results,
performance or achievements that are or may be expressed or implied
by such forward-looking statements and the parties have made
assumptions and estimates based on or related to many of these
factors. Such factors include, without limitation: failure to
obtain regulatory or shareholder approval; failure to complete the
Transaction; failure to distribute the equity consideration to
shareholders of the Company; failure to list the TML Warrants on
the TSX and on the OTCQX;
fluctuations in the spot and forward price of gold, silver, base
metals or certain other commodities; fluctuations in the currency
markets (such as the Canadian dollar versus the U.S. dollar);
changes in national and local government, legislation, taxation,
controls, regulations and political or economic developments; risks
and hazards associated with the business of mineral exploration,
development and mining (including environmental hazards, industrial
accidents, unusual or unexpected formations, pressures, cave-ins
and flooding); the presence of laws and regulations that may impose
restrictions on mining; employee relations; relationships with and
claims by local communities, indigenous populations and other
stakeholders; availability and increasing costs associated with
mining inputs and labour; the speculative nature of mineral
exploration and development; title to properties.; and the
additional risks described in the Company’s Annual
Information Form for the year ended December 31, 2019 filed with
the Canadian securities regulatory authorities under the
Company’s SEDAR profile at www.sedar.com, and in the
Company’s Annual Report on Form 40-F filed with the SEC on
EDGAR.
First Mining cautions that the foregoing list of factors that may
affect future results is not exhaustive. When relying on our
forward-looking statements to make decisions with respect to First
Mining, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events.
First Mining does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to
time by the Company or on our behalf, except as required by
law.
Cautionary Note to United States Investors
This news release has been prepared in accordance with the
requirements of the securities laws in effect in Canada, which
differ from the requirements of U.S. securities laws. Unless
otherwise indicated, all resource and reserve estimates included in
this news release have been prepared in accordance with NI 43-101
and the Canadian Institute of Mining, Metallurgy, and Petroleum
2014 Definition Standards on Mineral Resources and Mineral
Reserves. NI 43-101 is a rule developed by the Canadian Securities
Administrators which establishes standards for all public
disclosure an issuer makes of scientific and technical information
concerning mineral projects. Canadian standards, including NI
43-101, differ significantly from the requirements of the SEC, and
mineral resource and reserve information contained herein may not
be comparable to similar information disclosed by U.S. companies.
In particular, and without limiting the generality of the
foregoing, the term "resource” does not equate to the term
"reserves”. Under U.S. standards, mineralization may not be
classified as a "reserve” unless the determination has been
made that the mineralization could be economically and legally
produced or extracted at the time the reserve determination is
made. The SEC's disclosure standards normally do not permit the
inclusion of information concerning "measured mineral
resources”, "indicated mineral resources” or "inferred
mineral resources” or other descriptions of the amount of
mineralization in mineral deposits that do not constitute
"reserves” by U.S. standards in documents filed with the SEC.
Investors are cautioned not to assume that any part or all of
mineral deposits in these categories will ever be converted into
reserves. U.S. investors should also understand that "inferred
mineral resources” have a great amount of uncertainty as to
their existence and great uncertainty as to their economic and
legal feasibility. It cannot be assumed that all or any part of an
"inferred mineral resource” will ever be upgraded to a higher
category. Under Canadian rules, estimated "inferred mineral
resources” may not form the basis of feasibility or
pre-feasibility studies except in rare cases. Investors are
cautioned not to assume that all or any part of an "inferred
mineral resource” exists or is economically or legally
mineable. Disclosure of "contained ounces” in a resource is
permitted disclosure under Canadian regulations; however, the SEC
normally only permits issuers to report mineralization that does
not constitute "reserves” by SEC standards as in-place
tonnage and grade without reference to unit measures. The
requirements of NI 43-101 for identification of "reserves”
are also not the same as those of the SEC, and reserves reported by
the Company in compliance with NI 43-101 may not qualify as
"reserves” under SEC standards. Accordingly, information
concerning mineral deposits set forth herein may not be comparable
with information made public by companies that report in accordance
with U.S. standards.
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