First Mining Gold Corp 6-K, filed Jun 1, 2021

First Mining Gold Corp. (FFMGF)

6-K 2021-06-01 For: 2021-05-28

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Added on April 07, 2026

About this 6-K

First Mining Gold Corp filed this 6-K on June 1, 2021.

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Exhibits	Description
99.1	Notice of 2021 Annual General & Special Meeting of Shareholders
99.2	Notice and Access Notification to Shareholders
99.3	2021 Management Information Circular
99.4	Form of Proxy
99.5	Certificate of Abridgement
99.6	Shareholder Letter re: IRS Form W-9

		First Mining Gold Corp.
		(Registrant)


Date: May 26, 2021		/s/ Samir Patel
		Samir Patel
		General Counsel and Corporate Secretary

Exhibits	Description
99.1	Notice of 2021 Annual General & Special Meeting of Shareholders
99.2	Notice and Access Notification to Shareholders
99.3	2021 Management Information Circular
99.4	Form of Proxy
99.5	Certificate of Abridgement
99.6	Shareholder Letter re: IRS Form W-9

When:	Wednesday, June 30, 2021	Where:	Virtual meeting via live webcast
	10:00 a.m. (Pacific Time)		https://agm.issuerdirect.com/ff

INTERNET:	www.investorvote.com Follow the instructions using the 15- digit control number noted on your proxy.		MAIL:	Computershare Investor Services Inc. Attention: Proxy Department 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1
TELEPHONE:	1.866.732.8683 (North America) 1.312.588.4290 (if outside North America) You will need the 15-digit control number noted on your proxy.

CANADA		UNITED STATES
INTERNET:	www.proxyvote.com Follow the instructions using the 16-digit control number from your voting instruction form.	INTERNET:	www.proxyvote.com Follow the instructions using the 16-digit control number from your voting instruction form.
TELEPHONE:	1.800.474.7493 (for English) 1.800.474.7501 (for French) You will need the 16-digit control number noted on your voting instruction form.	TELEPHONE:	1.800.454.8683 You will need the 16-digit control number noted on your voting instruction form.
MAIL:	Data Processing Centre P.O. Box 3700, STN Industrial Park Markham, Ontario L3R 9Z9 Canada	MAIL:	Proxy Services P.O. Box 9104 Farmingdale, New York 11735-9533, USA

	Page
Letter to Shareholders	ii
Notice of 2021 Annual General & Special Meeting of Shareholders	iv
2021 Management Information Circular	6
Questions and Answers	6
Glossary	13
Notice & Access Process	22
About the Meeting	22
Voting	25
Particulars of the Matters to be Acted Upon	34
Corporate Governance	71
Statement of Executive Compensation	78
Equity Compensation Plan Information	96
Indebtedness of Directors and Executive Officers	97
Management Contracts	97
Additional Information	97
Board Approval	97
Appendix A – Board Mandate	A-1
Appendix B – Material Terms of Share-Based Compensation Plan	B-1
Appendix C – Distribution Resolution	C-1
Appendix D – Plan of Arrangement	D-1
Appendix E – Interim Order	E-1
Appendix F – Notice of Hearing of Petition	F-1
Appendix G – BCBCA Dissent Provisions	G-1

Director	Board committees	Principal occupation or employment for past five years
Keith Neumeyer Zug, Switzerland Chairman since March 30, 2015	Audit Committee Compensation Committee (chair) Corporate Governance & Nominating Committee	Director and Chairman of First Mining since March 2015 November 2001 to present – Founder, President and Chief Executive Officer of First Majestic Silver Corp. (mining company) December 1998 to present – Director of First Majestic Silver Corp. (mining company)
Ownership of Securities: 15,730,313 shares 6,852,500 options 750,000 warrants NIL DSUs
Director	Board committees	Principal occupation or employment for past five years
Raymond L. Polman, CPA, CA British Columbia, Canada Director since March 30, 2015	Audit Committee (chair) Compensation Committee Corporate Governance & Nominating Committee	Director of First Mining since March 2015 February 2007 to present – Chief Financial Officer of First Majestic Silver Corp. (mining company)
Ownership of Securities: 500,333 shares 2,512,500 options NIL warrants NIL DSUs

Special Meeting:	June 30, 2021
Final Court Approval:	July 5, 2021
Distribution Record Date:	on or about July 14, 2021
Effective Date:	on or about July 15, 2021

Name of Director		Name of other reporting issuer
Keith Neumeyer		First Majestic Silver Corp. (director)
Daniel W. Wilton		South Star Mining Corp. (director) Treasury Metals Inc. (director)

Director	Board Meetings	Committee Meetings (1)
Director	Board Meetings	Audit Committee	Corporate Governance & Nominating Committee	Compensation Committee
Keith Neumeyer	14 of 14	6 of 6	1 of 1	3 of 3
Raymond Polman	14 of 14	6 of 6	1 of 1	N/A
Daniel Wilton	14 of 14	N/A	N/A	N/A
Richard Lock	14 of 14	6 of 6	1 of 1	3 of 3
Leanne Hall (2)	6 of 6	N/A	N/A	2 of 2

Name	Number of Common Shares	Number of RSUs	Value of Common Shares and RSUs (1)	Share Ownership Requirement (2)	Requirement Met? (3)
Officers
Daniel W. Wilton CEO	4,600,000	500,000 RSUs	$2,040,000	$885,000	Yes
Kenneth Engquist COO	500,000	350,000 RSUs	$340,000	$245,000	Yes
Andrew Marshall CFO	229,500	350,000 RSUs	$231,800	$205,000	Yes
Samir Patel General Counsel & Corporate Secretary	220,000	350,000 RSUs	$228,000	$195,000	Yes
Non-Executive Directors
Keith Neumeyer	15,730,313	Nil	$6,292,125	$150,000	Yes
Raymond Polman	500,333	Nil	$200,133	$150,000	Yes
Richard Lock	Nil	Nil	Nil	$150,000	No
Leanne Hall	Nil	Nil	Nil	$150,000	No

Almaden Minerals Ltd. Ascot Resources Ltd. Auryn Resources Inc.	Integra Resources Corp. Kore Mining Ltd. Liberty Gold Corp.	Orla Mining Ltd. O3 Mining Inc. Sabina Gold & Silver Corp.
Battle North Gold Corp.	Marathon Gold Corp.	Treasury Metals Inc.
Chesapeake Gold Corp. Corvus Gold Inc.	Midas Gold Corp. Monarch Gold Corp.	Trilogy Metals Inc. Troilus Gold Corp.
Gold Standard Ventures Corp.

	Value at Fiscal Year End
	December 31, 2016	December 31, 2017	December 31, 2018	December 31, 2019	December 31, 2020
First Mining Gold Corp.	$253	$182	$74	$75	$118
% change in fiscal year	153%	-28%	-60%	2%	57%
S&P/TSX Composite Index (1)	$118	$125	$110	$131	$134
% change in fiscal year	18%	6%	-12%	19%	2%
S&P/TSX Global Mining Index (1)	$142	$163	$153	$186	$229
% change in fiscal year	42%	15%	-6%	22%	24%
Market Vectors Junior Gold Miners ETF (USD)	$172	$186	$165	$231	$296
% change in fiscal year	72%	8%	-11%	40%	28%

	December 31, 2019	December 31, 2020
Executive compensation – related fees	N/A	$24,000

	2020	2019	2018
Weighted average fair value at grant date:	$0.14	$0.20	$0.22
Risk-free interest rate:	1.74%	2.20%	1.96%
Expected dividend yield:	Nil	Nil	Nil
Expected volatility:	69.11%	71.87%	70.81%
Forfeiture rate	5.31%	5.00%	3.04%
Expected life of option:	5 years	5 years	5 years

Name	Bonus Amount ($)	Percentage of Annual Salary
Daniel W. Wilton CEO	$225,000	90%
Kenneth Engquist COO	$118,125	53%
Andrew Marshall CFO	$89,250	53%
Samir Patel General Counsel & Corporate Secretary	$89,250	53%
Stephen Lines (1) Vice President, Environment & Community Relations	$75,000	38%

	Option-based Awards				Share-based Awards
Name	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($) (1)	Number of shares or units of shares that have not vested (#) (2)	Market or payout value of share-based awards that have not vested ($)
Daniel W. Wilton CEO	1,000,000	$0.25	31-Jan-25	$150,000	Nil	N/A
Daniel W. Wilton CEO	5,000,000	$0.40	07-Jan-24	Nil	Nil	N/A
Kenneth Engquist COO	800,000	$0.25	31-Jan-25	$98,729	Nil	N/A
Kenneth Engquist COO	2,000,000	$0.40	29-Apr-24	Nil	Nil	N/A
Andrew Marshall CFO	750,000	$0.25	31-Jan-25	$92,558	Nil	N/A
	750,000	$0.40	10-Dec-23	Nil	Nil	N/A
	500,000	$0.60	15-Jan-23	Nil	Nil	N/A
	560,000	$0.85	10-Feb-22	Nil	Nil	N/A
	300,000	$0.75	16-Jun-21	Nil	Nil	N/A
Samir Patel General Counsel & Corporate Secretary	700,000	$0.25	31-Jan-25	$86,387	Nil	N/A
	750,000	$0.40	10-Dec-23	Nil	Nil	N/A
	500,000	$0.60	15-Jan-23	Nil	Nil	N/A
	450,000	$0.85	10-Feb-22	Nil	Nil	N/A
	250,000	$0.91	06-Sep-21	Nil	Nil	N/A
Stephen Lines Vice President, Environment & Community Relations	600,000	$0.405	01-Dec-25	Nil	Nil	N/A

Name	Payment on Termination ($)	Bonus ($)	Vacation Pay ($)	Total Gross Payment on Termination ($)
Daniel W. Wilton CEO	$290,982	Nil	$24,597	$315,579
Kenneth Engquist COO	$125,188	Nil	$16,600	$141,788
Andrew Marshall CFO	$149,973	Nil	$23,120	$173,093
Samir Patel General Counsel & Corporate Secretary	$135,612	Nil	$17,510	$153,122
Stephen Lines Vice President, Environment & Community Relations	Nil	$75,000	$800	$75,800

Name and principal position	Year	Salary (1) ($)	Share-based awards ($)	Option-based awards (2) ($)	Non-equity incentive plan compensation ($)		Pension value ($)	All other compensation ($)	Total compensation ($)
Name and principal position	Year	Salary (1) ($)	Share-based awards ($)	Option-based awards (2) ($)	Annual Incentive plans (3)	Long-term incentive plans	Pension value ($)	All other compensation ($)	Total compensation ($)
Daniel W. Wilton CEO	2020	$250,000	N/A	$123,400	$225,000	N/A	N/A	Nil	$598,400
	2019	$246,200	N/A	$1,126,400	$75,000	N/A	N/A	Nil	$1,447,600
	2018	Nil	N/A	Nil	N/A	N/A	N/A	Nil	Nil
Kenneth Engquist COO	2020	$225,000	N/A	$98,700	$118,125	N/A	N/A	Nil	$441,825
	2019	$151,700	N/A	$283,200	$30,000	N/A	N/A	Nil	$464,900
	2018	Nil	N/A	Nil	N/A	N/A	N/A	Nil	Nil
Andrew Marshall CFO	2020	$170,000	N/A	$92,600	$89,250	N/A	N/A	Nil	$351,850
	2019	$170,000	N/A	Nil	$28,900	N/A	N/A	Nil	$198,900
	2018	$140,000	N/A	$272,500	N/A	N/A	N/A	Nil	$412,500
Samir Patel General Counsel & Corporate Secretary	2020	$170,000	N/A	$86,400	$89,250	N/A	N/A	Nil	$345,650
	2019	$170,000	N/A	Nil	$25,500	N/A	N/A	Nil	$195,500
	2018	$140,000	N/A	$272,500	N/A	N/A	N/A	Nil	$412,500
Stephen Lines Vice President, Environment & Community Relations	2020	$16,700	N/A	129,120	$75,000 (4)	N/A	N/A	Nil	$220,820
	2019	Nil	N/A	Nil	N/A	N/A	N/A	Nil	Nil
	2018	Nil	N/A	Nil	N/A	N/A	N/A	Nil	Nil

Name	Number of Options	Exercise Price	Grant Date	Expiry Date
Daniel W. Wilton CEO	750,000	$0.435	February 2, 2021	February 2, 2026
Kenneth Engquist COO	525,000	$0.435	February 2, 2021	February 2, 2026
Andrew Marshall CFO	665,000	$0.435	February 2, 2021	February 2, 2026
Samir Patel General Counsel & Corporate Secretary	525,000	$0.435	February 2, 2021	February 2, 2026

Name	Option-based awards - Value vested during the year (1) ($)	Share-based awards - Value vested during the year ($)	Non-equity incentive plan compensation - Value earned during the year (2) ($)
Daniel W. Wilton CEO	$322,500	Nil	$225,000
Kenneth Engquist COO	$98,000	Nil	$118,125
Andrew Marshall CFO	$91,875	Nil	$89,250
Samir Patel General Counsel & Corporate Secretary	$85,750	Nil	$89,250
Stephen Lines (1) Vice President, Environment & Community Relations	Nil	Nil	$75,000

Name	Fees earned ($)	Share-based awards	Option-based awards of unexercised in-the-money options ($) (1)	Non-equity incentive plan compensation	Pension value ($)	All other compensation ($)	Total compensation ($)
		($)	($) (1)	($)
Keith Neumeyer	$83,625	N/A	$37,023	N/A	N/A	Nil	$120,648
Raymond Polman	$72,000	N/A	$24,682	N/A	N/A	Nil	$96,682
Richard Lock	$77,125	N/A	$17,344	N/A	N/A	Nil	$94,469
Aoife McGrath (2)	$23,667	N/A	$17,344	N/A	N/A	Nil	$41,011
Leanne Hall	$36,333	N/A	$50,403	N/A	N/A	Nil	$86,736
Christopher Osterman (3)	Nil	N/A	$24,682	N/A	N/A	Nil	$24,682
Michel Bouchard (4)	Nil	N/A	$24,682	N/A	N/A	Nil	$24,682
David Shaw (4)	Nil	N/A	$24,682	N/A	N/A	Nil	$24,682

Name	Number of DSUs	Grant Date
Leanne Hall	40,000	February 2, 2021

Plan Category	Number of securities to be issued upon exercise of outstanding options (a)	Weighted average exercise price of outstanding options (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by our securityholders	45,820,000	$0.53	23,901,645
Equity compensation plans not approved by our securityholders	Nil	Nil	Nil
TOTAL	45,820,000	$0.53	23,901,645

First Mining Gold Corp.	info@firstmininggold.com
Suite 2070 – 1188 West Georgia Street	Telephone: 1.844.306.8827
Vancouver, British Columbia V6E 4A2

Reason for Termination	Vesting	Expiry of Option
Death or Disability	Unvested Options will automatically vest in full as of the date of death or Disability and become immediately exercisable.	The expiry date of the Options will be the earlier of (i) the expiry date established under Section 5.2(c) of the Share-Based Compensation Plan and (ii) one year from the date of death or Disability of the Participant.
Change in Control	Options will vest in accordance with Section 12 of the Share-Based Compensation Plan.	Options expire in accordance with Section 12 of the Share-Based Compensation Plan.
Ceasing to be Employed for Employee Cause Event	Any Options which are unvested as of the date the Participant ceases to be an Employee will not vest, unless determined otherwise by the Board.	The expiry date of the Options will be the date the Participant ceases to be an Employee.

Reason for Termination	Treatment of Restricted Share Units
Death or Disability	Outstanding Restricted Share Units that were vested on or before the date of death or Disability will be settled as of the date of death or Disability. Outstanding Restricted Share Units that were not vested on or before the date of death or Disability will in all respects terminate as of the date of death or Disability.
Change in Control	Restricted Share Units vest in accordance with Section 12 of the Share-Based Compensation Plan.
Ceasing to be Employed for Employee Cause Event	Outstanding Restricted Share Units (whether vested or unvested) will automatically terminate on the date the Participant ceases to be an Employee.
Mandatory Retirement	Outstanding Restricted Share Units that were vested on or before the date the Participant ceases to be an Employee will be settled as of the date the Participant ceases to be an Employee. Outstanding Restricted Share Units that would have vested on the next vesting date following the date the Participant ceases to be an Employee will vest and be settled as of such vesting date. Subject to the foregoing, any remaining Restricted Share Units will in all respects terminate as of the date the Participant ceases to be an Employee.

Reason for Termination	Treatment of Restricted Share Units
Ceasing to be Employed but continues to be engaged as a Director or Consultant	Outstanding Restricted Share Units will continue to vest pursuant to the RSU Award Agreement.
Ceasing to be Employed other than as set out above	Outstanding Restricted Share Units that were vested on or before the date the Participant ceases to be an Employee will be settled as of the date the Participant ceases to be an Employee. Outstanding Restricted Share Units that would have vested on the next vesting date following the date the Participant ceases to be an Employee will vest and be settled as of such vesting date. Subject to the foregoing, any remaining Restricted Share Units will in all respects terminate as of the date the Participant ceases to be an Employee.

Reason for Termination	Treatment of Performance Share Units
Death or Disability	Outstanding Performance Share Units that were vested on or before the date of death or Disability will be settled as of the date of death or Disability. Outstanding Performance Share Units that were not vested on or before the date of death or Disability will in all respects terminate as of the date of death or Disability.
Change in Control	Performance Share Units vest in accordance with Section 12 of the Share-Based Compensation Plan.
Ceasing to be Employed for Employee Cause Event	Outstanding Performance Share Units (whether vested or unvested) will automatically terminate on the date the Participant ceases to be an Employee.
Mandatory Retirement	Outstanding Performance Share Units that were vested on or before the date the Participant ceases to be an Employee will be settled as of the date the Participant ceases to be an Employee. Outstanding Performance Share Units that would have vested on the next vesting date following the date the Participant ceases to be an Employee, prorated to reflect the actual period between the commencement of the performance cycle and the date the Participant ceases to be an Employee, based on the Participant's performance for the applicable performance period(s) up to the date the Participant ceases to be an Employee, will be settled as of such vesting date. Subject to the foregoing, any remaining Performance Share Units will in all respects terminate as of the date the Participant ceases to be an Employee.
Ceasing to be Employed but continues to be engaged as a Director or Consultant	Outstanding Performance Share Units will continue to vest pursuant to the PSU Award Agreement.
Ceasing to be Employed other than as set out above	Outstanding Performance Share Units that were vested on or before the date the Participant ceases to be an Employee will be settled as of the date the Participant ceases to be an Employee. Outstanding Performance Share Units that would have vested on the next vesting date following the date the Participant ceases to be an Employee, prorated to reflect the actual period between the commencement of the performance cycle and the date the Participant ceases to be an Employee, based on the Participant's performance for the applicable performance period(s) up to the date the Participant ceases to be an Employee, will be settled as of such vesting date. Subject to the foregoing, any remaining Performance Share Units will in all respects terminate as of the date the Participant ceases to be an Employee.

Reason for Termination	Treatment of Deferred Share Units
Death or Disability	Outstanding Deferred Share Units that were vested on or before the date of death or Disability will be settled as of the date of death or Disability. Outstanding Deferred Share Units that were not vested on or before the date of death or Disability will in all respects terminate as of the date of death or Disability.
Change in Control	Deferred Share Units vest in accordance with Section 12 of the Share-Based Compensation Plan.
Ceasing to be Employed for Employee Cause Event	Outstanding Deferred Share Units (whether vested or unvested) will automatically terminate on the date the Participant ceases to be an Employee.
Mandatory Retirement	Outstanding Deferred Share Units that were vested on or before the date the Participant ceases to be an Employee will be settled as of the date the Participant ceases to be an Employee. Outstanding Deferred Share Units that would have vested on the next vesting date following the date the Participant ceases to be an Employee will be settled as of such vesting date. Subject to the foregoing, any remaining Deferred Share Units will in all respects terminate as of the date the Participant ceases to be an Employee.
Ceasing to be Employed but continues to be engaged as a Director or Consultant	Outstanding Deferred Share Units will continue to vest pursuant to the DSU Award Agreement.

	@FirstMining
	@FirstMiningGold
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