First Mining Finance Corp.: Form 40-F - Filed by newsfilecorp.com

Information on our website is not part of this AIF, nor is it incorporated by reference herein. Our filings on SEDAR are also not part of this AIF, nor are they incorporated by reference herein.

The financial currency of the Company is Canadian dollars. Unless we have specified otherwise, all dollar amounts (“$”) referred to in this AIF are in Canadian dollars. Any references to “US$” mean United States (US) dollars.

All financial information presented in this AIF has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

This AIF includes statements and information about our expectations for the future. When we discuss our strategy, business prospects and opportunities, plans and future financial and operating performance, or other things that have not yet taken place, we are making statements considered to be forward-looking information or forward-looking statements under applicable securities laws. We refer to them in this AIF as forward-looking information.

Forward-looking information is designed to help you understand management’s current views of our near and longer term prospects. It may not be appropriate for other purposes. We will not update or revise this forward-looking information unless we are required to do so by applicable securities laws.

Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The definitions in NI 43-101 are adopted from those given by the Canadian Institute of Mining Metallurgy and Petroleum (“CIM”).

Technical disclosure contained or incorporated by reference in this AIF has not been prepared in accordance with the requirements of United States securities laws 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 mineral projects. Unless otherwise indicated, all mineral reserve and mineral resource estimates contained in this AIF have been prepared in accordance with NI 43-101 and the CIM Classification System.

Canadian standards, including NI 43-101, differ significantly from the requirements of the United States Securities and Exchange Commission (“SEC”), and mineral reserve and resource information contained or incorporated by reference in this AIF may not be comparable to similar information disclosed by US companies. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserves”.

Under US 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 and volumes that are not “reserves” should not be disclosed. Among other things, all necessary permits would be required to be in hand or issuance imminent in order to classify mineralized material as reserves under SEC standards. Accordingly, mineral reserve estimates included in this AIF may not qualify as “reserves” under SEC standards. 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 US standards in documents filed with the SEC.

Our US 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. In addition, the definitions of “proven mineral reserves” and “probable mineral reserves” under reporting standards in Canada differ in certain respects from the standards of the SEC. Accordingly, information concerning mineral deposits set forth or incorporated by reference herein may not be comparable with information made public by companies that report in accordance with US standards.

Headquartered in Vancouver, British Columbia, we are a new "mineral property bank" business concept initiated by our Chairman, Mr. Keith Neumeyer. Our business model is to acquire high-quality mineral assets in geopolitically safe areas of the Americas and either advance them or hold (ie. “bank”) them until a time when capital markets for commodities and mining improves.

At that point we would endeavor to add value for our shareholders, including potentially entering into agreements with other parties who would move the projects forward through development, and we would retain a residual interest in the projects. The residual interests may be in the form of royalties, metal streams, minority interests or equity positions in the party that is moving the project forward.

Our vision is to build one of the largest portfolios of exploration and development projects in the Western Hemisphere. To achieve this goal, our strategy is to:

We consider the following criteria when assessing potential acquisition targets:

We are in the exploration and development stage of our corporate development, and we do not own any producing properties. Consequently, we have no current operating income or cash flow from our properties, nor have we had any income from operations in the past three financial years. At this time, our operations are primarily funded by equity subscriptions.

An investment in First Mining is speculative and involves a high degree of risk due to the nature of our business and the present stage of exploration of our mineral properties. We encourage readers to carefully consider the risk factors that are set out in this AIF in the section “Risks that can affect our business” which starts on page 74.

We are currently in the exploration stage and do not produce, develop or sell mineral products. Our principal focus is primarily on gold.

Our business requires individuals with specialized skills and knowledge in the areas of geology, drilling, geophysics, geochemistry, metallurgy and mineral processing, implementation of exploration programs, mining engineering, accounting, and compliance. To date, we have been able to locate and retain such professionals in Canada and in the USA, and we believe we will be able to continue to do so.

We operate in a very competitive industry and compete with other companies in the mineral exploration and mining industry in all phases of exploration and development, including: (a) seeking out and acquiring mineral exploration and development properties; (b) obtaining the resources necessary to identify and evaluate mineral properties and to conduct exploration and development activities on such properties; and (c) raising the capital necessary to fund our operations.

As a result of this competition, we may at times compete with other companies that have greater financial resources and technical facilities, and we may be unable to acquire properties of interest in the future on terms we consider to be acceptable, or to attract or retain qualified personnel. As well, we cannot assure you that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to us.

The mining business is subject to commodity price cycles. The gold market, late in 2010, made significant gains in terms of US dollars but remained volatile throughout 2011 and suffered significant declines in 2013 and 2014. The financial markets for mining in general and mineral exploration and development in particular, continued to be very weak through to 2016. If the global economy stalls and commodity prices decline as a consequence, a continuing period of lower prices could significantly affect the economic potential of many of our current properties and may result in First Mining ceasing work on, or dropping its interest in, some or all of our properties. As we do not carry on production activities, our ability to fund ongoing exploration is affected by the availability of financing (and particularly equity financing) which, in turn, is affected by the strength of the economy and other general economic factors.

In addition, our mineral exploration activities may be subject to seasonality due to adverse weather conditions at our project sites. Drilling and other exploration activities on our properties may be restricted during the winter season as a result of various weather related factors including, without limitation, inclement weather, snow covering the ground, frozen ground and restricted access due to snow, ice or other weather related factors.

Gold has emotional, cultural and financial value worldwide, and this supports demand across generations. It is fashioned into jewellery, it is used to manage risk in financial portfolios and protect the wealth of nations, and it is found in smart phones and cutting-edge medical diagnostics. These diverse uses for gold (in jewellery and technology, and by central banks and investors), mean that, across the decades, different sectors in the gold market have risen in prominence at different points in the global economic cycle. This self-balancing nature of the gold market typically means that there is a sustained base level of demand.

Gold demand in 2016 gained 2% to reach a three-year high of 4,308.7 t, and the price of gold ended the year up by 8%. Annual inflows into ETFs reached 531.9 t, the second highest on record. Declines in jewellery and central bank purchases offset this growth. Annual bar and coin demand was broadly stable at 1,029.2 t, helped by a surge in the last quarter of 2016.

A dominant area of demand for gold has always been jewellery. Prized for its value and beauty, gold jewellery has a universal status that remains constant. Between 2011 and 2015, the jewellery industry has, on average, accounted for around 50% of global gold demand, but the source of this demand has shifted in line with the new dynamics of economic growth and wealth in the world.

India and China are the two largest markets for gold jewellery, together representing over half of global consumer demand. Part of the large appetite for jewellery in these countries is driven by the cultural role gold plays; it is considered auspicious to buy gold at key festivals and events. Limited access to financial assets means gold has an important parallel status as a store of value. In both India and China, gold jewellery is a desirable possession as well as an investment to be passed down through generations.

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1} All of the information contained in this section “Gold market fundamentals and trends” has been sourced from articles on the World Gold Council’s website, www.gold.org. First Mining has not independently verified any of this information and makes no assurances as to its accuracy. Readers should visit the World Gold Council’s website for comprehensive details regarding the discussion contained in this section.

2016 saw a seven-year low for jewellery demand. Rising prices for much of the year, regulatory and fiscal hurdles in India, and China’s softening economy were key reasons for weakness in the sector. Overall, however, gold demand by the jewellery industry currently shows no signs of abating, driven by growing wealth and demographic shifts: by 2020 India and China combined will have one billion new urban consumers. These aspirational populations in Asia are also experiencing a rise in disposable income, which is driving gold demand.

Gold has unique qualities that enhance risk management and capital preservation for institutional and private investors the world over. Research has shown that a modest allocation to gold makes a valuable contribution to the performance of a portfolio by protecting against downside risk without reducing long term returns. These qualities are considered to be particularly important during periods of financial stress. However, gold’s effectiveness in stabilising returns and protecting capital is just as relevant regardless of economic environment. Today, investment in gold accounts for about a third of global demand. This demand is made up of direct ownership of gold bars and coins, or indirect ownership via Exchange-Traded Funds (“ETFs”) and similar products.

Investment demand for gold in 2016 was up by 70%, reaching its highest level since 2012. The past year also represented the second best year for gold ETFs on record since 2009, with demand from gold-backed ETFs and similar products reaching 531.9 t. The last quarter of 2016 did see 193.1 t of outflows from the gold ETFs.

Global demand for gold bars and coins was, for the most part, stable. China’s gold bar and coin demand was its strongest since 2013, and demand in the United States reached 93.2t, its highest level since 2010. Conversely, India’s gold market suffered in 2016, gold bar and coin demand in the Middle East fell to its lowest level on record (18.1 t), and in East Asia it fell by 7%.

Central banks’ behaviour with respect to gold has fundamentally shifted over the past few years. This reflects a combination of slowing sales from European central banks and large purchases from emerging market countries in Latin America, the Middle East and Asia. Since 2010, central banks have been net buyers of gold, and their demand has expanded rapidly, growing from less than 2% of total world demand in 2010 to 14% in 2014.

This change in behaviour is a clear acknowledgement of the benefits that gold can bring to a reserve portfolio. Some banks have bought gold to diversify their portfolios, especially from US$ denominated assets, with which gold has a strong negative correlation. Others have bought gold as a hedge against tail risks or because of its inflation-hedging characteristics (gold has a long history of maintaining its purchasing power). Gold plays a prominent role in reserve asset management, as it is one of the few assets that is universally permitted by the investment guidelines of the world’s central banks. This is in part due to the gold market being deep and liquid, which is a key characteristic required by reserve asset managers.

2016 was the seventh consecutive year of net purchases of gold by central banks, albeit the lowest annual total since 2010. In total, central banks bought 383.6 t on a net basis during the year, 33% lower than in 2015. The slowdown in purchases and increase in sales can be partly attributed to pressure on FX reserves.

Buying in 2016 was led by Russia, China and Kazakhstan. Together, they accounted for around 80% of the full-year figure. Qatar joined the ranks of central banks adding to gold holdings, increasing its reserves by a net 6.8 t between January and October. Net buying was strongest in the last quarter of 2016, when central banks accumulated over 114 t of gold, despite a stronger US dollar.

Around 9% of global demand for gold is for technical applications. The electronics industry accounts for the majority of this, where gold’s conductivity and resistance to corrosion make it the material of choice for manufacturers of high-specification components. In addition, the metal’s excellent biocompatibility means that it continues to be used in dentistry.

Beyond electronics and dentistry, gold is used across a variety of high-technology industries, in complex and difficult environments, including the space industry, and in fuel cells. Gold’s catalytic properties are also beginning to create demand from both within the automotive sector (as the metal has now been proven to be a commercially viable alternative to other materials in catalytic converters), and within the chemical industry.

A range of healthcare and catalytic applications for gold is currently being developed as the field of nanotechnology expands. While this demand is still small in tonnage terms, the growing number of patents being published relating to gold nanotechnology suggests many new applications will be developed in the coming years.

Despite an upturn late in the year, annual demand for gold in technology fell 3% in 2016, from 332.0 t to 322.5t. First quarter weakness, caused by global economic uncertainty, higher gold prices and substitution, squeezed the full year total. The last quarter of 2016, however, was a bright spot, with quarterly demand hitting its highest level since the second quarter of 2015. Gold used in electronics rose 4% year-over-year to 66.9 t in the last quarter of 2016, boosted by increased demand for gold bonding wire and Printed Circuit Boards (“PCBs”). While demand slowed in the LED and wireless sectors, rampant growth in the gold bonding wire and PCB industries lifted the quarterly total to positive territory.

Over the past 10 years, the annual total supply of gold has averaged around 4,000 t. In 2016, the total global supply of gold was 4,571 t, with global demand at 4,309 t for the year. In the last quarter of 2016, global gold supply was 1,036 t (demand for gold for the same period was 994 t).

While many people are aware that gold is sourced from the earth through mining, this is not the only way in which gold is supplied to the market. Total mine supply (the sum of mine production and net producer hedging) accounts for two thirds of total gold supply. Recycled gold accounts for the remaining third.

The sources of mine production have become as geographically diverse as gold demand. China was the largest producer in the world in 2015, accounting for around 14% of total production. Asia as a whole produces 23% of all newly-mined gold. Central and South America produce around 17% of the total, with North America supplying around 16%. Around 19% of production comes from Africa and 14% from the CIS region.

Mined gold totalled 3,236 t in 2016, virtually unchanged from 2015. Gold production peaked in the third quarter, when 850.4 t was brought on to the market, before falling back to 810.9 t in the last quarter of 2016. However, 2016 did signal a renewed vigour for exploration. In November, a Moody's report predicted that the higher average gold price in 2016 will spur an increase in capital spending over the coming year. SNL Metals & Mining, in its recent Gold Mined Supply Report, also highlighted renewed interest in exploration in the latter part of 2016.²

There are times when gold producers will want to lock in a future price for their gold – for example, so that they can ensure a return appropriate to their current production costs. The gold sold into the market adds to supply in the short term. It brings metal on to the active market – and allows mining companies to sell metal ahead of their production schedules.

2016 saw a near-doubling of annual net producer hedging, to 26.3 t from 13.5 t. Gold producers, who have struggled with the falling gold price in recent years, saw an opportunity to secure cash flow at higher prices.

The first and second halves of 2016 were polar opposites. In the first half, net hedging was a feature of the market (70.4 t), as strong price gains (around 25% by mid-year) prompted some miners to act. Currency movements had driven the gold price up to record levels in some key producer currencies. But in the second half of the year the gold price struggled to hold onto these gains, leading to a shift in tone with producers less keen to hedge in a falling price environment. Net de-hedging (of 44.1 t) was a feature of the second half of 2016.

Because gold is virtually indestructible, all the gold ever mined still exists, apart from a small amount which has been lost. Gold is recoverable from most of its uses and capable of being melted down, re-refined and reused. Recycled gold therefore plays an important part in the dynamics of the gold market. While gold mine production is relatively inelastic, the gold recycling industry provides an easily-traded supply of gold when it is needed, thereby helping to stabilise the gold price.

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2} Gold Mined Supply December 2016: Short-term plans, short-sighted benefits, SNL Metals & Mining, December 2016.

The growth in recycling in 2016, up 17% from 1,116.5 t to 1,308.5 t, was concentrated in the first three quarters of the year. At its peak, gold was almost 30% up from end-2015 levels, and these higher gold prices created an environment in which recycling thrived.

Our business is dependent on the acquisition, exploration, development and operation of mineral properties. We are not dependent on any contract to sell our products or services or to purchase the major part of our requirements for goods, services or raw materials, or on any franchise or licence or other agreement to use a patent, formula, trade secret, process or trade name upon which our business depends.

As of the date of this AIF, we have 13 full-time employees and 2 part-time employees, and we utilize consultants and contractors as needed to carry on many of our activities and, in particular, to supervise and carry out the work programs at our mineral projects.

We are subject to the laws and regulations relating to environmental matters in all jurisdictions in which we operate, including provisions relating to property reclamation, discharge of hazardous materials and other matters.

We may also be held liable should environmental problems be discovered that were caused by former owners and operators of our projects. We conduct our mineral exploration activities in compliance with applicable environmental protection legislation. Our mineral properties have not created any significant disturbance as far as we know, and we do not consider any of our properties to be a financial risk to First Mining. In addition, we are not aware of any existing environmental concerns related to any of our properties that may result in material liability to First Mining. From a financial reporting perspective, there were no reclamation liability amounts recorded in our audited annual financial statements for the year ended December 31, 2016, given that the nature of any reclamation work in relation to our mineral properties is not material to First Mining at this time. We are also not aware of any existing environmental problems related to any of our properties that may result in material liability to First Mining.

If needed, and to the extent that it can be done economically, we make and will continue to make expenditures to ensure compliance with applicable laws and regulations. New environmental laws and regulations, amendments to existing laws and regulations, or more stringent implementation of existing laws and regulations could have a material adverse effect on us, both financially and operationally, by potentially increasing capital and/or operating costs and delaying or preventing the development of our mineral properties.

We believe that the policies and procedures implemented by our executive management team provide a safe working environment for all of our employees, consultants, contractors and stakeholders. We recognize that safety and environmental due diligence are significant components that enable long-term sustainability of our operations and support our objective of projects being completed in a cost effective and timely manner with excellent quality control.

There are no bankruptcies, receivership or similar proceedings against us, nor are we aware of any such pending or threatened proceedings. We have not commenced any bankruptcy, receivership or similar proceedings during our history.

We currently hold an interest in certain non-material, Tier 3 exploration stage mineral resource properties located in Mexico and the United States. Such properties are exposed to various degrees of political, economic and other risks and uncertainties. See “Risks that can affect our business” starting on page 74.

On March 30, 2015, we completed our “Qualifying Transaction” (as such term is defined under the policies of the TSX-V) and acquired all of the issued and outstanding common shares of KCP Minerals Inc. (formerly known as Sundance Minerals Ltd.) (“Sundance”) (the “Sundance Acquisition”). In connection with the Sundance Acquisition, we changed our name to “First Mining Finance Corp.”, completed a four-to-one (4:1) share consolidation and continued under the laws of the province of British Columbia pursuant to the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”).

2016

September

•	We completed the sale of all of the outstanding shares of one of our Mexican subsidiaries, Minera Terra Plata S.A. de C.V. (“Terra Plata”), which owns the Peñasco Quemado, La Frazada and Pluton properties (the “Mexican Silver Properties”) located in Mexico to Silver One Resources Inc. (“Silver One”), formerly BRS Ventures Ltd. As a result of the transaction, Terra Plata became a wholly-owned subsidiary of Silver One, and Silver One acquired ownership of the Mexican Silver Properties. As consideration, we received six million common shares of Silver One, and we retained a 2.5% NSR royalty on the Mexican Silver Properties. Silver One may buy back 1.5% of this NSR royalty by paying US$1 million to us.

•	Mr. Andrew Marshall was appointed as our new Chief Financial Officer.

October

•	We commenced a metallurgical drill program at our Springpole gold project, comprised of up to four drill holes totaling approximately 1,500 m. The intent of the metallurgical testing program is to determine the optimal grind size and processing flow sheet so as to maximize metallurgical recoveries. The results from this metallurgical testing program are expected to be incorporated into a new Preliminary Economic Assessment (“PEA”) for Springpole.

	2016

	November

	•	We commenced of a diamond drilling program at our Pickle Crow gold project, comprised of up to eight drill holes totaling approximately 1,100 m.


	December

	•	We provided an update of our exploration and corporate activities, and informed our investors that our Board has approved a $21 million exploration and development budget for 2017, which contemplated approximately 47,000 m of infill and exploration drilling at our priority Canadian asset.

Recent developments

2017

January

•	We announced the filing of an amended technical report for the Pitt Gold Project entitled “NI 43-101 Technical Report and Review of the Preliminary Resource Estimate for the Pitt Gold Project, Duparquet Township, Abitibi Region, Québec, Canada”, and dated January 5, 2017.

•	We announced the release of an initial mineral resource estimate for our Goldlund Gold Project located near the town of Sioux Lookout in northwestern Ontario.

•	We announced the commencement of a 27,000 m drilling campaign at our Goldlund Gold Project, focused on in-fill and resource expansion of Zone Seven, and the signing of definitive asset purchase agreements to purchase certain mineral claims located in Ontario and Québec.

February

•	We announced the completion of our Fall 2016 drilling

	2017

	February *(continued)*

		program at our Pickle Crow Project, which consisted of nine holes comprising approximately 1,300 m of drilling, and the completion of a metallurgical diamond drill program at our Springpole Gold Project located in northwestern Ontario.

	•	We announced the filing of a technical report outlining the initial resource estimate for our Goldlund Gold Project entitled Technical Report and Resource Estimation Update on the Goldlund Project”, and dated January 23, 2017.

	•	We announced the completion of the acquisition of certain mineral claims located in Ontario and Québec, and the grant of 10,630,000 stock options to directors, officers, employees and consultants of First Mining, with an exercise price of $0.85 and exercisable for five years. Certain of these options are subject to vesting provisions in accordance with the rules and policies of the TSX-V.

2016 Annual Information Form – Page 20

Recent developments (continued)

2017

March

•	We announced the release of an updated mineral resource estimate for our Cameron Gold Project located near the town of Sioux Narrows in northwestern Ontario.

Significant acquisitions

We have not completed any significant acquisitions during our most recently completed financial year.

How First Mining was formed

We were incorporated on April 4, 2005 in the Province of Alberta, Canada pursuant to the Business Corporations Act (Alberta) under the name “Parkdale Petroleum Ltd.” and changed our name on May 3, 2005 to “Albion Petroleum Ltd.” (“Albion”). Albion was initially listed as a “capital pool company” (“CPC”) on the TSX-V on September 30, 2005 under the policies of the TSX-V. As a CPC, Albion’s only business had been to identify and evaluate businesses or assets with a view to completing a “Qualifying Transaction” (as that term is defined in TSX-V Policy 2.4).

On July 1, 2014, Albion and Sundance entered into an arrangement agreement whereby Albion agreed to acquire all of the issued and outstanding shares of Sundance in exchange for shares of the resulting entity. On March 11, 2015, Sundance was renamed as KCP Minerals Inc. (“KCP”), and on March 30, 2015, Albion consolidated all of its issued and outstanding shares on a four-for-one basis. Subsequently, Albion acquired all of the issued and outstanding shares of KCP on a one-for-one basis, constituting its Qualifying Transaction.

Immediately following the completion of the transaction, Albion was renamed as “First Mining Finance Corp.” On March 30, 2015, First Mining was continued under the laws of the Province of British Columbia, Canada pursuant to the BCBCA, and as a result, First Mining is now governed by the laws of the Province of British Columbia.

We are a reporting issuer in the province of British Columbia (our principal reporting jurisdiction) and in each of the other provinces of Canada.

We currently have the following material wholly-owned subsidiaries:		For more information You can find more information about First Mining on SEDAR (www.sedar.com), and on our website (www.firstminingfinance.com). See our most recent management proxy circular dated May 9, 2016 for additional information, including how our directors and officers are compensated, principal holders of our securities, and securities authorized for issuance under our equity compensation plans. See our audited consolidated annual financial statements and management’s discussion and analysis for the financial year ended December 31, 2016 for additional financial information.

•	Gold Canyon Resources Inc., a company incorporated under the BCBCA.

•	Tamaka Gold Corporation, a company incorporated under the Business Corporations Act (Ontario) ("OBCA").

•	PC Gold Inc., a company incorporated under the OBCA
	.
•	Cameron Gold Operations Ltd., a company incorporated under the OBCA.

•	Coastal Gold Corp., a company incorporated under the OBCA.

Our other subsidiaries, which each have total assets and revenues less than 10%, and in the aggregate less than 20%, of our total consolidated assets or our total consolidated revenue, are excluded from the above list.

2016 Annual Information Form – Page 21

Corporate organization chart

The following diagram shows our current corporate structure and material subsidiaries, including the properties held by the various subsidiaries:

Note:

•

Our projects

We have interests in mineral properties located in Canada, Mexico and the United States. As at December 31, 2016, these properties were carried on our balance sheet as assets with a total book value of approximately $228 million. The book value consists of acquisition costs plus cumulative expenditures on properties for which the Company has future exploration plans. The current book value is not necessarily the same as the total expenditures on each property by the Company, as part of the expenditures on some properties have been written down. The book value is also not necessarily the fair market value of the properties.

Our material and non-material projects are set out below.

Material projects

•	Springpole Property (Ontario).................................................	p. 23
•	Goldlund Property (Ontario)....................................................	p. 33
•	Cameron Property (Ontario)....................................................	p. 42
•	Pickle Crow Property (Ontario)...............................................	p. 52
•	Hope Brook Property (Newfoundland & Labrador)................	p. 63

Non-material projects

•	Canada...............................…	p. 70
•	Mexico..............................….	p. 70
•	United States….....................	p. 74

2016 Annual Information Form – Page 22

Springpole

Technical report

The Springpole Property project (the “Springpole Project”) description is based on the project’s technical report: Preliminary Economic Assessment for the Springpole Project, Ontario, Canada (effective date March 24, 2013, as amended October 7, 2016) (the “Springpole Technical Report”). The report was prepared for us in accordance with NI 43-101, by or under the supervision of Dr. Gilles Arseneau, Ph.D., P.Geo.; Dr. Adrian Dance, Ph.D., P.Eng.; John Duncan, P.Eng.; Christopher Elliot, FAusIMM; Mark Liskowich, P.Geo.; Bruce Murphy, FSAIMM; Michael Royle, P.Geo.; Dr. Maritz Rykaart, Ph.D., P.Eng.; and Dino Pilotto, P.Eng.; all qualified persons within the meaning of NI 43-101. The following description has been prepared under the supervision of Chris Osterman, P.Geo. who is a qualified person within the meaning of NI 43-101, but is not independent of us.

The conclusions, projections and estimates included in this description are subject to the qualifications, assumptions and exclusions set out in the Springpole Technical Report, except as such qualifications, assumptions and exclusions may be modified in this AIF. We recommend you read the Springpole Technical Report in its entirety to fully understand the project. You can download a copy from our SEDAR profile (www.sedar.com), or from our website (www.firstminingfinance.com).

Project description, location and access

The Springpole Project lies approximately 110 km northeast of the Municipality of Red Lake in northwest Ontario, Canada. The latitude and longitude coordinates for the project are:

	•	Latitude N51° 23′ 44.3″

	•	Longitude W92° 17′ 37.4″

The Universal Transverse Mercator map projection based on the World Geodetic System 1984 (WGS84) zone 15N is:

	•	Easting 549,183

	•	Northing 5,693,578

	•	Average Elevation 395 m

During late spring, summer, and early fall, the Springpole Project is accessible by floatplane direct to Springpole Lake or Birch Lake. All fuel, food, and material supplies are flown in from Red Lake or Pickle Lake, Ontario, or from Winnipeg, Manitoba, with flight distances of 110 km, 167 km, and 370 km, respectively. The closest road access at present is the landing at the old South Bay Mine on Confederation Lake, approximately 50 km away by air. During winter, an ice road approximately 85 km long is constructed from the South Bay landing point on Confederation Lake to a point about 1 km from Springpole Lake camp. During breakup in spring and freeze-up in fall, access to the Springpole Property is by helicopter.

Gold Canyon acquired ownership of five patented claims in 1993 and six unpatented mining claims and related Crown leases for surface rights in 2011. The five patented claims are fee simple parcels with mining and surface rights attached to all five claims registered with the Land Registry Office, Kenora, Ontario. A total of 300 contiguous unpatented mining claims make up the greater area of the Springpole Project and have been staked directly by Gold Canyon.

Through Gold Canyon, we lease 10 patented claims which are fee simple parcels with mining and surface rights attached to registered, together with the notices of lease, with the Land Registry Office in Kenora, Ontario. The lease is for a term of 21 years less one day and terminates on April 14, 2031. Under the lease, we are obligated to pay all applicable property taxes related to the 10 patented claims during the lease term together with advance royalty payments on a sliding scale of $50,000 per year (2011-2016), $60,000 (2016-2021), and $80,000 (2021-2031). These payments are to be credited to future NSR payables, if any. We have an option to acquire these 10 patented claims and would be required to do so upon the commencement of commercial production on these or certain adjoining patented claims. This option term is renewable for a further period of five years by providing notice and a $25,000 payment. The consideration payable is, at our option on exercise or at the option of the leaseholder upon commencement of commercial production, either (a) $5 million with the leaseholder retaining a 1% NSR or (b) $4 million with the leaseholder retaining a 2% NSR. We have a right of first refusal on any sale of the remaining royalty interest on certain terms and conditions.

2016 Annual Information Form – Page 23

Through Gold Canyon, we also have an option and lease to a further 15 patented claims which are fee simple parcels with mining and surface rights attached and registered, together with the notice of option and lease, with the Land Registry Office, Kenora, Ontario. The option can be exercised by us before expiry of the earlier option period by confirmation of good standing of the agreement and payment of a $50,000 renewal fee. We are required to make option payments in the aggregate amount of $35,000 per year and to expend an aggregate of $300,000 on mining operations in each option term as a condition of any renewal and to pay all property taxes related to these patented claims. We have an option to acquire the 15 claims and would be required to do so upon the commencement of commercial production at any time during the option period by payment of an aggregate of $2 million. Upon exercise of the purchase option, we must also acquire the cabin on the property for the lesser of fair market value or $20,000.

Underlying royalties which affect the Springpole Property are:

	•	3% NSR on five patented claims payable to Jubilee Gold Exploration Ltd. (“Jubilee Gold”) upon commencement of commercial production with advance royalty payments of $70,000 per year, adjusted using the yearly Consumer Price Index. We have an option to acquire 1% of the NSR for $1,000,000 at any time, and a right of first refusal on any sale of the NSR. We can terminate the royalty obligations at any time by transferring the five patented claims back to Jubilee Gold;

	•	3% NSR on 10 leased patented claims payable to a leaseholder upon commencement of commercial production with advance royalty payments on a sliding scale of $50,000 per year (2011-2016), $60,000 per year (2016-2021), and $80,000 per year (2021-2031). We have a right to acquire up to 2% of the NSR for $1,000,000 per 1% at any time;

	•	3% NSR on 15 patented claims (held by us pursuant to an option and lease) is payable to an optionor and leaseholder during the option term upon commencement of commercial production or a 1% NSR if the purchase option is exercised prior to commercial production. We have a right to acquire the remaining 1% NSR by a payment of $500,000; and

	•	3% NSR on six unpatented mining claims payable to an individual vendor upon commencement of commercial production with advance royalty payments of $50,000 per year. We have an option to acquire all or a portion of the NSR at a rate of $500,000 per 1% of the NSR.

We are required to purchase a vacation home owned by a vendor that is located on the Springpole Property upon commencement of commercial production.

Subsequent to their acquisition, the Crown leases were to expire. Gold Canyon subsequently received the lease renewal from the Crown Lands Office.

To keep an unpatented mining claim current, the mining claim holder must perform $400 per mining claim unit worth of approved assessment work per year, immediately following the initial staking date. The claim holder has two years to file one year worth of assessment work.

Surface rights are separate from mining rights. Should any method of mining be appropriate, other than those claims for which Crown leases were issued, the surface rights would need to be secured.

2016 Annual Information Form – Page 24

History

Gold exploration on the property was carried out during two main periods, one during the 1920s to 1940s, and a second period from 1985 to the present.

Between 1933 and 1936, extensive trenching and prospecting was conducted on the Springpole Property, including 10 short holes totalling 458.5 m. Limited trenching and prospecting was competed in 1945.

The area remained dormant until 1985. On the 30 patented claims line cutting was done at both 30.5 m centres and 61 m centres. Subsequently, geological mapping, humus geochemistry, and ground geophysics were conducted over the grids.

From 1986 through 1989, 118 diamond drill holes were completed in seven drill phases totalling 38,349 m. In addition, during 1986 and 1987, approximately 116,119 m²of mechanical stripping was carried out and four petrographic reports were produced.

From 1989 through 1992, an induced polarization survey over the central portion of the Portage zone under Springpole Lake was conducted and the Springpole Property was tested with eighteen core holes totalling 6,195 m. The majority of the drilling was conducted on the Portage zone. At the same time, a seven core hole drill program was completed around the east margins of Springpole Lake and lake-bottom sediment sampling of Springpole Lake east of Johnson Island was completed.

During 1995, an exploration program consisting of remapping of the main area, of some of the existing drill core, and a reinterpretation of the geology was carried. During the 1995 and 1996 programs, an additional 69 hole were drilled totalling 15,085 m on the Springpole Project proper and two drill holes on Johnson Island. By late 1996, Gold Canyon acquired 100% of the Springpole Property. Gold Canyon continued exploration in 1997 and 1998 with another 51 core holes totalling 5,642 m.

In the summer of 1998 a lake bottom sediment sampling program was conducted in several areas of the Springpole Property.

During 2004, 2005, and 2006, diamond drilling programs were conducted on the property by Gold Canyon.

In the fall of 2007, Gold Canyon embarked on a limited exploration program to further investigate the Fluorite zone that was previously identified.

From early August through to the end of October 2009, Gold Canyon re-logged and re-sampled a portion of the historic drill core stored at Gold Canyon’s project site and temporary tent camp.

During the spring and summer of 2010, a total of 8,664.2 m of HQ core drilling was completed in 23 drill holes.

In the winter of 2010, a total of six diamond drill holes were drilled for a total of 1,774.5 m of HQ drilling.

In 2011, Gold Canyon carried out a drill program which totaled 28,750 m in 80 diamond core holes.

A 2012 drill program began in-filling the Portage zone based upon results of the 2011 drill program. The 2012 drill program totaled 38,069 m in 87 diamond core holes.

In 2013, Gold Canyon commissioned SRK Consulting (Canada) Inc. to complete a preliminary economic assessment on the Springpole Property.

Geological setting, mineralization and deposit types

The Springpole Gold Property is within the Archean-aged Birch-Uchi Greenstone Belt. Studies of the southern part of the Birch-Uchi greenstone belt have revealed a long, multistage history of crustal development. Based on mapping, lithogeochemistry, and radiometric dating, the supracrustal rocks of the greenstone belt were subdivided into three stratigraphic group-scale units (listed in decreasing age): the Balmer, Woman and Confederation assemblages. This three-part subdivision was applied to most of the Uchi Subprovince. The Confederation assemblage is thought to be a continental margin (Andean-type) arc succession, versus the less certain tectono-stratigraphic context of the other assemblages. Some relatively small conglomeratic units likely form a synorogenic, discontinuously distributed, post-Confederation assemblage in the Birch-Uchi greenstone belt.

2016 Annual Information Form – Page 25

The northern margin of the Birch-Uchi greenstone belt forms a pattern of sub-regional scale cusps of supracrustal strata alternating with batholiths. Basaltic units are prominent around the periphery of the greenstone belt and may be part of the Woman assemblage but the accuracy of this stratigraphic assignment is unknown. It is suggested that Confederation assemblage age rocks make up the bulk of the greenstone belt.

The Springpole Property is underlain by a polyphase alkali, trachyte intrusive displaying autolithic breccia. The intrusive is comprised of a system of multiple phases of trachyte that is believed to be part of the roof zone of a larger syenite intrusive; fragments displaying phaneritic textures were observed from deeper drill cores in the southeast portion of the Portage zone. Early intrusive phases consist of megacrystic feldspar phenocrysts of albite and orthoclase feldspar in an aphanitic groundmass. Successive phases show progressively finer grained porphyritic texture while the final intrusive phases are aphanitic. Within the country rocks to the north and east are trachyte and lamprophyre dikes and sills that source from the trachyte- or syenite-porphyry intrusive system.

The main intrusive complex appears to contain many of the characteristics of alkaline, porphyry style mineralization associated with diatreme breccias (e.g. Cripple Creek, Colorado). This style of mineralization is characterized by the Portage zone and portions of the East Extension zone where mineralization is hosted by diatreme breccia in aphanitic trachyte. It is suspected that the ductile shearing and brittle faulting have played a significant role in redistributing structurally controlled blocks of the mineralized rock. Diamond drilling in the winter of 2010 revealed a more complex alteration with broader, intense zones of potassic alteration replacing the original rock mass with biotite and pyrite. In the core area of the deposit where fine grained disseminated gold mineralization occurs with biotite, the primary potassic alteration mineral, gold displays a good correlation with potassium/rubidium.

Exploration

No exploration activity is currently underway at the Springpole Project, however, we did drill four representative holes in 2016 to provide material for additional metallurgical testing.

Drilling

During the winters of 2007 and 2008 Gold Canyon conducted drill programs that completed 21 holes totalling 3,159 m, 11 holes totalling 2,122 m, and 7 holes totalling 2,452 m of diamond core drilling, respectively.

During the winter of 2010, a total of six diamond drill holes were drilled for a total of 1,774.5 m of HQ drilling. Two drill holes were not completed and both holes ended in altered and mineralized rock. The drill program revealed a more complex alteration with broader, intense zones of potassic alteration replacing the original rock mass with biotite and pyrite. During the spring and summer of 2010, a total of 8,664.2 m of HQ core drilling was completed in 23 drill holes, averaging 44.23 m of drilling per 24-hour shift, including time for moving the drill between drill sites.

The 2011 drill program totaled 28,750 m in 80 diamond core holes. Five of the diamond core holes were drilled for the purpose of metallurgical testing. All these holes were twins of previously drilled holes.

The 2012 drill program began in-filling the Portage zone based upon results of the 2011 drill program. The goal was to in-fill areas where inferred mineral resource had been defined in the February 2012 mineral resource update and to expand the mineral resource area to the southeast. The 2012 drill program totaled 38,069 m in 87 diamond core holes.

2016 Annual Information Form – Page 26

Sampling, analysis and data verification

Detailed descriptions of the drill core were carried out under the supervision of a senior geologist, a member in good standing of the Association of Professional Geologists of Ontario and American Institute of Professional Geologists. The core logging was carried out on-site in a dedicated core logging facility. Drill log data were recorded onto paper logs that were later scanned and digitized.

Core was laid out 30 to 40 boxes at a time. First, the core was photographed in 15 m batches prior to logging or sampling. This is followed by a geotechnical log that records quantitative and qualitative engineering data including detailed recovery data and rock quality designation. Any discrepancies between marker blocks and measured core length were addressed and resolved at this stage. The core was then marked up for sampling.

For the 2010 and 2011 drill programs, all the drill core intervals were sampled using sample intervals of 1 m. During the 2012 drilling program, Gold Canyon changed its standard sample length from 1 to 2 m lengths. However, in zones of poor recovery, 1.5 m or 3 m samples were sometimes collected. Samples over the standard sample length were typically half core samples and whole core was generally only taken in intervals of poor core recovery across the sampled interval. Sampling marks were made on the core and sample tickets were stapled into the core boxes at the beginning of each sample interval. Quality control samples were inserted into the sample stream.

Inserting quality control samples involved the addition of certified blanks, certified gold standards, and field and laboratory duplicates. Field duplicates were collected by quartering the core in the sampling facility on-site. Laboratory duplicates were collected by splitting the first coarse reject and crushing and then generating a second analytical pulp. Blank, standards and duplicates made up 10% of the total sample stream. Sample tickets were marked blank, field or laboratory duplicate, or standard, and a sample tag was stapled into the core box within the sample stream.

Geological descriptions were recorded for all core recovered. Separate columns in the log allow description of the lithology, alteration style, intensity of alteration, relative degree of alteration, sulphide percentage, rock colour, vein type, and veining density. A separate column was reserved for written notes on lithology, mineralization, structure, vein orientations/relations etc. The header page listed the hole number, collar coordinates, final depth, start/end dates, and the name of the core logging geologist.

Following the logging and core marking procedures described above, the core was passed to the sampling facility. Core sampling was performed by experienced sampling technicians from Ackewance Exploration & Services (“Ackewance”) of Red Lake, Ontario, and quality control was maintained through regular verification by on-site geologists. Core was broken, as necessary, into manageable lengths. Pieces were removed from the box without disturbing the sample tags, were cut in half lengthwise with a diamond saw, and then both halves were carefully repositioned in the box. When a complete hole was processed in this manner, one half was collected for assay while the other half remained in the core box as a witness. The remaining core in the boxes was then photographed at 51 cm (20 inch) intervals. All logs and photographs were then submitted to the senior geologist/project manager for review and were archived. Data were backed up.

The sampling technician packed one half of the split core sample intervals into transparent vinyl sample bags that were sequentially numbered to match the sample number sequences in the sample tag booklets used by the core-logging geologists. The numbered, blank portion of the triplicate sample tag was placed in the bag with the sample; the portion was marked with the sample interval remained stapled into the bottom of the core box at the point where the sample interval begins. Sample bags were then sealed with plastic tags. Sealed sample bags were packed into rice sacks five samples at a time. All sacks were individually labeled with the name of the company, number of samples contained therein, and the number sequence of the samples therein. Sacks were assigned sequential numbers on a per shipment basis. A project geologist then checked the sample shipment and creates a shipping manifest for the sample batch. A copy was given to the project manager and a copy was sent along with the sample shipment. A copy of the sample shipment form was also sent via e-mail to the analytical laboratory.

2016 Annual Information Form – Page 27

The project geologist prepared the sample submission form for the assay laboratory. This form identifies the number of sample sacks as well as the sequence of sample numbers to be submitted. Due to the remote location, the shipment was then loaded on to a plane or helicopter and flown direct to Red Lake where representatives of the commercial analytical laboratory met the incoming flight and took the samples to the laboratory by pickup truck.

Once at the laboratory, a manager checked the rice sacks and sample numbers on the submission form. The laboratory then split the received sample manifest into batches for analysis, assigned a work order to the batch, and sent a copy of the mineral analysis acknowledgement form to the project manager.

Aluminum tags embossed with the hole number, box number, and box interval (from/to) were prepared and stapled onto the ends of each core box. Core boxes were cross-stacked on pallets and then moved to on-site storage.

Core samples collected at the drill site were held in closed core boxes sealed with fiber tape; at various times of day, camp staff collected the core boxes that were then delivered to the core logging facility. All core logging, sampling and storage took place at the Springpole Project site. Following the logging and marking of core, all core preparation and sampling was performed by technicians from Ackewance of Red Lake, Ontario, under the supervision of the project manager. All on-site sampling activities were directly supervised by the project manager.

All primary assay work since the 2010 drill program has been performed by SGS Laboratories in Red Lake (gold), Ontario and Don Mills (silver and multi-element) in Toronto, Ontario. The SGS Red Lake and Don Mills facilities are certified and conform to requirements CAN-P-1579 and CAN-P-4E (ISO/IEC 17025:2005). Certification is accredited for precious metals including gold and silver and 52 element geochemical analyses.

All samples received by SGS Red Lake were processed through a sample tracking system that is an integral part of our laboratory information management system. This system utilizes bar coding and scanning technology that provides complete chain of custody records for every stage in the sample preparation and analytical process.

Samples were dried, and then crushed to 70% of the sample passing 2 mm (-70 mesh). A 250 g sample was split off the crushed material, and pulverized to 85% passing 75 micron (-200 mesh). A 30 g split of the pulp was used for gold fire assay and a 2 g split was used for silver analysis. Crushing and pulverizing equipment was cleaned with barren wash material between sample preparation batches and, where necessary, between highly mineralized samples. Sample preparation stations were also equipped with dust extraction systems to reduce the risk of sample contamination. Once the gold assay was complete, a pulp was sent to the SGS Toronto facility for silver and possibly for multi-element geochemical analysis.

As part of the standard internal quality control procedures used by the laboratory, each batch of 75 Springpole Project core samples included four blanks, four internal standards, and eight duplicate samples. In the event that any reference material or duplicate result would fall outside the established control limits, the sample batches would be re-assayed.

Pulps and rejects of the samples were stored by SGS at its Red Lake facility at the request of Gold Canyon.

Prepared samples were analyzed for gold by fire assay with atomic absorption finish. Samples returning assays in excess of 10g/t gold are re-analyzed with a gravimetric finish.

Prepared pulp samples shipped from SGS Red Lake to SGS Toronto were analyzed for silver by three-acid digestion with atomic absorption finish.

During the winter 2010 program, prepared samples were analyzed for 52 elements by acid digestion (3:1 HCl: HNO₃).

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Of the 18 drill holes completed in 2007 and 2008, comprising a total of 1,374 assay intervals analyzed for gold, SRK Consulting (Canada) Inc. (“SRK”), who prepared the Springpole Technical Report, checked a total of 137 samples representing 10% of the total against the original certificates. No errors were found.

A total of 3,135 assay values for gold and 3,161 assay values for silver in the database were compared against the original protected PDF assay certificates submitted by SGS Red Lake. These totals represent 10.1% and 10.4% of the total number of assays for gold and silver, respectively.

Of the original assay values checked against certificates, the focus was on values material to any resource estimate, either higher-grade intervals or very low grade intervals in proximity to higher-grade intervals. The average grade of gold samples verified was 2.05 g/t Au. The average grade of silver samples checked was 8.27 g/t Ag.

Only two errors were found for gold:

	•	The gold value of sample interval SP10-028 from 433 m to 436 m (sample number 8287) found to have an entered value of 5.96 g/t gold against a value on the assay certificate of 9.00 g/t gold.

	•	The gold value of sample interval SP11-076 from 69 to 70 m (sample number 14583) having the value of 0.45 oz./t incorrectly placed in the parts per billion column.

No errors were found with respect to silver assays.

This represents an error rate of 0.064% in gold assays and an error rate of 0.0% in silver assays. This error rate is well within acceptable industry standards.

As part of the mineral resource estimation process, the author of the Springpole Technical Report reviewed the QA/QC data collected by Gold Canyon, reviewed the procedures in place to assure assay data quality, and verified the assay database against original assay certificates provided directly to the author by SGS Red Lake, the assay laboratory. A total of 53,431 gold assays, 46% of the assay data, were checked against original assay certificates. No significant database errors were identified. About 143 minor rounding errors were observed. None of the rounding errors are deemed material or of any significance to the mineral resource estimate presented in this report.

Mineral processing and metallurgical testing

Three metallurgical testwork programs have been completed on Springpole Property material since 1989, with the majority of work undertaken in the past three years:

	•	Lakefield Research, Lakefield, Ontario (1989)—a preliminary program of whole feed leaching on two samples.

	•	SGS Mineral Services, Vancouver, British Columbia (2011)—a follow up program of leaching on eight samples.

	•	SGS Lakefield, Lakefield, Ontario (2012/2013)—comminution, whole feed leaching, flotation/leaching on six samples.

Based on the test work results reported to date and the range of process flowsheet options considered in the 2012/2013 work, a likely flowsheet configuration is a moderately fine grind size followed by whole feed leaching. Removal of gravity gold prior to leaching appears to only benefit high grade (>5 g/t gold) feed and should be considered an option for the flowsheet.

The Springpole Technical Report is based on a design plant capacity of 20,000 t/d. Cyanide leach extractions of 80% for gold and 85% for silver are expected at this grind size. Product from the process plant will be doré bullion.

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While considerable metallurgical test work has been completed, additional testing is warranted to better define the plant design criteria and more confidently predict expected performance.

Future test work can consider concentrating the sulphides via flotation or classification into a smaller mass so that it can be stored separately from the remainder of the tailings. For example, dry stack or subaqueous deposition in the tailings pond to minimise the potential for acid generation.

Mineral resource estimates

The mineral resource model for the Springpole Project considers 512 core boreholes drilled by Gold Canyon and previous owners of the property during the period of 2003 to 2012.

The revised mineral resource estimate (October 17, 2012) was based on a gold price of $1,400/oz. and a silver price of $15/oz., both considered reasonable economic assumptions by the author of the Springpole Technical Report. To establish a reasonable prospect of economic extraction in an open pit context, the resources were defined within an optimized pit shell with pit walls set at 45°. Assumed recoveries of 80% for gold and 60% for silver were used (Note: A silver recovery assumption of 85% was used for mine design and evaluation based on more recent data). Mining costs were estimated at $2/t of total material, processing costs estimated at $12/t and general and administrative (“G&A”) costs estimated at $2/t. A cut-off grade (“COG”) of 0.4 g/t gold was calculated, and is considered to be an economically reasonable value corresponding with breakeven mining costs. Approximately 90% of the revenue for the proposed project is derived from gold and 10% from silver.

Note: For the mine development (Whittle™ optimization) and economic analysis in the Springpole Technical Report, updated input parameters were used.

Mineral resources were estimated by ordinary kriging using Gemcom block modelling software in 10 m x 10 m x 6 m blocks. Grade estimates were based on capped, 3 m composited assay data.

Capping levels were set at 25 g/t for gold and 200 g/t for silver. Blocks were classified as indicated mineral resources if at least two drill holes and six composites were found within a 60 m x 60 m x 40 m search ellipse. All other interpolated blocks were classified as inferred mineral resource. Mineral resources were then validated using Gemcom GEMS (6.4) software.

This resource model includes mineralized material in the Main, East Extension and Portage zones spanning from geologic sections 0-1, 500 m in the northwest to 0-250 m in the southeast. Along the axis of the Portage zone, resource modelling includes mineralized material generally ranging from the surface to a depth of 340-440 m below surface.

Mineral resources that are not mineral reserves do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources would be converted into mineral reserves. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. The quantity and grade of reported inferred resources in this estimation are uncertain in nature. There has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource. It is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category.

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The updated resource estimate is summarized in the table below.

Category	Quantity	Grade		Metal
	Quantity	Au	Ag	Au	Ag
	(Mt)	(g/t)	(g/t)	(Moz.)	(Moz.)
Open Pit**
Indicated	128.2	1.07	5.7	4.41	23.8
Inferred	25.7	0.83	3.2	0.69	2.7

Source: Springpole Project, Northwestern Ontario, SRK Consulting, October 17, 2012
* Mineral resources are reported in relation to a conceptual pit shell. Mineral resources are not mineral reserves and do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate. All composites have been capped where appropriate.
** Open pit mineral resources are reported at a cut-off grade of 0.4 g/t gold. Cut-off grades are based on a gold price of $1,400/oz. and a gold processing recovery of 80% and a silver price of $15/oz. and a silver processing recovery of 60%.

Inferred resources were used in the life of mine plan with inferred resources representing 10% of the material planned for processing. 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. The quantity and grade of reported inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource, and it is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category.

Recent activities

In October 2016 we commenced a drilling program at the Springpole Project to acquire material for metallurgical testing. In February 2017, we announced the results of the drilling program. A total of four holes comprising approximately 1,200 m were drilled, with hole locations specifically chosen to recover sample material that is representative of the Springpole deposit.

The drill program was specifically designed to provide material for metallurgical testing. Material from the drill holes has been subjected to both assay testing and metallurgical testing – we received and announced the assay results, and are currently waiting on the metallurgical test work to be completed. The intent of the metallurgical testing program is to determine the optimal grind size and processing flow sheet so as to maximize metallurgical recoveries at the Springpole Project. Once we receive the results of the metallurgical test work, we expect to incorporate the results in a new PEA for Springpole which is expected to be released around mid-2017.

Highlights of Assay Results from Fall 2016 Drilling at Springpole:

•	Hole PM-DH-01 intersected 1.22 g/t over 354.5 m including 1.65 g/t over 177.0 m.

•	Hole PM-DH-02 intersected 1.51 g/t over 341.0 m including 2.81 g/t over 87.0 m.

•	Hole PM-DH-03 intersected 1.25 g/t over 359.0 m including 2.75 g/t over 44.0 m.

•	Hole PM-DH-04 intersected 2.15 g/t over 146.7 m including 2.54 g/t over 108.7 m.

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Drill Hole Intercepts

Hole ID		From (m)	To (m)	Interval (m)	Au g/t
PM-DH-01		16.5	371.0	354.5	1.22
PM-DH-01	including	18.0	60.0	42.0	1.61
PM-DH-01	and including	96.0	273.0	177.0	1.65

PM-DH-02		74.0	415.0	341.0	1.51
PM-DH-02	including	143.0	182.0	39.0	2.93
PM-DH-02	and including	170.0	182.0	12.0	7.43
PM-DH-02	and including	189.0	276.0	87.0	2.81
PM-DH-02	and including	283.0	302.0	19.0	2.22

PM-DH-03		50.0	409.0	359.0	1.25
PM-DH-03	including	312.0	356.0	44.0	2.75

PM-DH-04		186.3	333	146.7	2.15
PM-DH-04	including	186.3	295.0	108.7	2.54
PM-DH-04	and including	196.9	208.0	11.2	6.41

All assays were performed by SGS Laboratories of Red Lake, Ontario, who are independent of First Mining and have no relationship with First Mining. Samples were analyzed by using 30 g fire assay with an atomic absorption finish (protocol GE FAA313). Samples greater than 10 g/t or with visible gold were analyzed by 30 g fire assay with a gravimetric finish (protocol GO FAG303). All assays reported are uncut. Reported widths are drilled core lengths, and do not indicate true widths.

QA/QC Procedures

Assaying for the Springpole 2016 drilling program was done by SGS at their laboratories in Red Lake, Ontario, and Burnaby, British Columbia. Prepared samples were analyzed for gold by lead fusion fire assay with an atomic absorption spectrometry (AAS) finish. Samples returning assays in excess of 10 g/t gold were re-analyzed by fire assay with a gravimetric finish. As per past practices, fire assay analysis was done on 30 g splits of the pulp for gold, and a further 50 g split was sent to the SGS Burnaby lab for multi-element analysis by two-acid aqua regia digestion with ICP-MS and AES finish.

The QA/QC program for the drilling program consisted of the submission of coarse duplicates from bulk rejects at a frequency of one for every 20 samples submitted (5% of total). Pulp duplicate submissions were done at the same frequency. Because the drilling was intended for metallurgical test work, no rig duplicates from quartered core were submitted to preserve the core against loss or damage. Commercially obtained certified blank reference materials and standards were inserted on a frequency of one each per 40 samples submitted: 2.5% standards; 2.5% blanks for a total of 5%. Standards consisted of 5 different gold grades ranging from 0.5 to 9.5 g/t, and were sourced from CDN Resource Laboratories in Langley, British Columbia, along with the blank CRM materials.

SGS also undertook their own internal coarse and pulp duplicates analysis to ensure proper sample preparation and equipment calibration. These were randomly inserted at a frequency of 12%, as per laboratory protocol.

2016 Annual Information Form – Page 32

Goldlund

Technical report

The Goldlund Property project (the “Goldlund Project”) description is based on the project’s technical report: Technical Report and Resource Estimation Update on the Goldlund Project, Patricia and Kenora Mining Division, Ontario (issue date February 7, 2017, effective date September 20, 2016) (the “Goldlund Technical Report”). The report was prepared for us in accordance with NI 43-101, by or under the supervision of Todd McCracken, P.Geo.; a qualified person within the meaning of NI 43-101. The following description has been prepared under the supervision of Chris Osterman, P.Geo. who is a qualified person within the meaning of NI 43-101, but is not independent of us.

The conclusions, projections and estimates included in this description are subject to the qualifications, assumptions and exclusions set out in the Goldlund Technical Report, except as such qualifications, assumptions and exclusions may be modified in this AIF. We recommend you read the Goldlund Technical Report in its entirety to fully understand the project. You can download a copy from our SEDAR profile (www.sedar.com), or from our website (www.firstminingfinance.com).

Project description, location and access

The Goldlund Project is located in northwestern Ontario, approximately 30 km northeast from Dryden and stretches over several townships of the Patricia Mining and Kenora Mining Divisions of northwestern Ontario. The Goldlund Project is centered at 49.900203 north latitude and 92.341103 west longitude (545800E, 5527400N NAD 83 Zone 15) NTS 52F/16.

Access to the Goldlund Project is by Ontario Provincial Highway 72, approximately 60 km from Dryden, or approximately 45 km southwest of Sioux Lookout. A private all-weather gravel road leads from this point to the Goldlund Property. The road into the Goldlund Property would require upgrading to sustain any form of mining operations, but is accessible by two-wheel drive vehicle for exploration. Regularly scheduled passenger air service and charter flights are available to the towns of Dryden and Sioux Lookout.

We have full surface rights on the 27 patents and 1 mining lease (the “Mining Lease”). Surface rights to the remaining claim on the Goldlund Project currently remain with the Crown. The Ontario Mining Act (2010) grants surface access to a mineral claim without owning the surface rights, with proper consultation with stakeholders in the area. All claims and patents are registered to our wholly-owned subsidiary Goldlund.

Underlying royalties which affect the Goldlund Property are:

	•	1% NSR payable to an arm’s length vendor for 36 claims totalling 576 ha;

	•	1% NSR payable to Goldlund Mines Limited on any ore mined above 50 m below the existing shaft collar for 6 patented claims and 3 patented claim covered by the Mining Lease. We have a right of first refusal in the event the holder wishes to dispose of its interest in the NSR;

	•	2.5% NSR payable to Rio Algom Limited for 21 patented claims. We have the right to purchase the NSR in its entirety for $2,500,000 and a right of first of refusal in the event that Rio wishes to sell the NSR.

	•	2% NSR payable to 1074127 Ontario Limited in accordance with industry practice on the sale of all minerals from the property for 13 mining claims. We have right to purchase 100% of the NSR at any time for $1,500,000 and a right of first refusal in the event that the holder wishes to sell the NSR.

The Goldlund Project has two historic shafts that have been capped, an underground portal that has been blocked, a small open pit that is partially flooded, a waste rock stockpile, a mineralized material stockpile, a building housing the original mill on the Goldlund Property, and small tailing containment facility. All have been overgrown with vegetation.

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All permits and licenses to conduct exploration work in the Goldlund Project are in place.

History

Exploration of the Goldlund Property dates back to the 1940s. From the late 1940s up until 1988, intermittent exploration was carried out by various companies mainly on five gold bearing zones. Past work included shaft sinking, driving a ramp, and underground development, including drifting and crosscuts on four levels.

There was a major period of exploration in the area from 1946 to 1952, in response to the discovery of gold mineralization in the southeastern part of Echo Township. The historic Newlund and Windward gold deposits were discovered during this period.

The Newlund prospect saw extensive underground exploration (4,570 m of drifts and crosscuts, 6,220 m of diamond drilling) through five levels, via a 255 m deep shaft. The first level (200 ft.) of the Newlund/Goldlund workings extends for over 3.2 km, connecting on the west with the 68 m shaft of the Windward prospect, crossing the entire Windward claim block.

Virtually no work was carried out on the Echo Township gold prospects from 1952 to 1973. In 1974, most of the surface facilities were rehabilitated and re-sampled portions of the first and second levels. In total, some 151,000 ft. (approximately 46,000 m) of surface drilling has been completed in 506 holes, and more than 60,000 ft. (approximately 18,300 m) of underground drilling has been completed in 466 holes.

From mid-1982 to early 1985, an underground mine and an open pit mine was operated on the Goldlund Property and processed material through the mill at the site. Production records have been compiled that show underground mine production of approximately 100,000 tons (approximately 90,700 t) at an estimated grade of 0.15 oz./ st (approximately 4.23 g/t) gold together with open pit production of approximately 43,000 st (approximately 39,000 t), at an estimated grade of 0.17 oz./ st (approximately 4.80 g/t) gold. Plant records show that some 132,000 st (approximately 119,750 t) were processed, with 18,000 oz. of recovered gold.

Geological setting, mineralization and deposit types

The Goldlund Project is situated within a northeasterly-projecting arm of the Wabigoon Sub-province extending from Wabigoon Lake to Sioux Lookout. The area is underlain by sedimentary and volcanic rocks, numerous intermediate to mafic sub-volcanic intrusive sheets, and intruded by several granitoid stocks. The stratigraphic assemblage has been subdivided into five principal rock groups:

	•	Northern Volcanic Belt;

	•	Northern Sedimentary Group;

	•	Central Volcanic Belt;

	•	Southern Sedimentary Group; and

	•	Southern Volcanic Belt.

The area has been affected by multiple deformational events resulting in a predominately northeasterly structural fabric. Gold exploration dates back to at least the 1940s with the majority of occurrences located in the Central and Southern Volcanic Belts.

The area is comprised of meta-volcanic and meta-sedimentary rocks intruded by several granitoid stocks and many smaller porphyritic and non-porphyritic bodies. The area has been subjected to at least four phases of deformation resulting in a predominantly northeasterly-striking structural grain. Regional and more important local alteration occurred in two pulses; one preceding the earliest deformation and one coinciding with the late deformation. Quartz veining, gold mineralization, and related alteration are related to the later alteration event.

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A 3 km wide belt of Precambrian basaltic volcanic rocks strikes northeast across the Goldlund Project. This basaltic formation is bound by Precambrian sediments to the north and to the south, with a wedge of felsic volcanics that occurs between the basalt and sediments to the south of the basalt.

A suite of Leucotonolite to diorite sills (“granodiorite” in mine terminology) have intruded near the contact between the tuffs to the south and the spherulitic lavas to the north. These strata-parallel sills dip from vertical to -80° southward and range from 14 meter to 60 meter in thickness. A subsidiary suite of sills intrude narrow tuff beds in spherulitic basalt lavas. These strata-parallel intrusions are known to extend northeastward well beyond the Goldlund Project and south-westward beyond Cross Echo Lake where they re-appear just south of Troutfly Lake. It has been postulated that this series of intrusions may occur intermittently over a strike-length of 15 km.

The gold mineralization occurs concentrated in quartz filled cross fractures that strike 010° to 015° and dip northwest at -40° to -75°. Historically it is reported that these gold bearing fractures occur concentrated in zones that extend intermittently at intervals of 200 m to 300 m along the 1.6 km length of the underground workings that has been explored to a vertical depth of 150 m to 200 m on the former Windfall and Goldlund Property.

Gold mineralization occurs in essentially two types of deposits in the area of the Goldlund Project with the most important gold mineralization being associated with quartz vein and stock-work structures.

Gold mineralization at the Goldlund Project is hosted by zones of northeast-trending and gently to moderately northwest-dipping quartz stockworks (comprised of numerous quartz veinlets less than 1 cm to 20 cm thick). The stockwork zones form bands within the dikes that intrude the east-northeast-trending mafic volcanic country rocks. The quartz veins and veinlets contain occasional fine-grained to coarse-grained pyrite. The intervening areas between the quartz veinlets exhibit strong to moderate feldspathic alteration associated with common fine to medium-grained pyrite and magnetite.

The mineralized sills strike generally northeast (065°) and dip steeply to the southeast. The quartz stockwork veins generally strike 010° to 015° and dip northwest at -40° to -75°. This results in a shallow rake within the various zones.

The identified mineralization fits an Archean shear zone-hosted quartz vein model (“Archean Lode gold”).

The dominant, and economically most significant type, of the shear zone hosted occurrences are transverse vein arrays within competent rocks and particularly the intermediate to mafic sub-volcanic intrusive sheets. Vein systems occupy tensional fractures related to internal deformation of the competent units as folds tightened during stage three deformation. Vein arrays could be expected to develop near fold hinges, within fold limbs, and along axial planar foliations. The orientations of individual veins within the arrays are affected by their locations within folds.

Exploration

We have not conducted any surface exploration on the Goldlund Project.

Drilling

We have not conducted any diamond drilling on the Goldlund Project. All reported diamond drilling completed by Tamaka was done prior to our amalgamation with Tamaka by us. Tamaka conducted three drilling programmes: 2007 – 2008, 2011 and 2013 – 2014.

The drilling conducted by Tamaka was designed to extend and expand the potential resource of the Goldlund Project by targeting strike and down dip potential of the various mineralized zones as well as increase the confidence level in the continuity of resource of the Goldlund Project by targeting the known mineralized zones on the Goldlund Project with infill drilling.

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The drilling was completed by C3 Drilling of Ithaca, New York and North Star Drilling Ltd. of Thunder Bay. The drilling program was managed independently by geologists employed by Fladgate Exploration Consulting Corporation (“Fladgate”) based in Thunder Bay and monitored by the Tamaka employees. A total of 24 drillholes were completed during the 2013 and 2014 drill program. All holes were drilled NQ (47.6 mm) and all drilling runs were in 10 ft. intervals (3 m).

Sampling, analysis and data verification

The following is a description of the sampling methodology for the Tamaka 2007 – 2008 drilling program:

	•	Drillers deliver the four-row NQ or NQ2 core boxes to the core logging facility.

	•	Core lids are removed and the boxes placed on the core logging table in order.

	•	A technician measures run lengths to confirm block markers.

	•	The technician records the rock quality designation (“RQD”) of the core on a computer form.

	•	Magnetic susceptibility is recorded over the entire hole length at 0.5 m intervals.

	•	Core is photographed (both wet and dry).

	•	Logging is completed by the geologist directly into a Microsoft Excel spreadsheet template form. Each drill log is a separate file:

	ο	logs record lithology, structures, alteration and sulphide content;

	ο	all geology related marking on the core use a yellow lumber crayon.

	•	Sample intervals marked with a red lumber crayon on the core.

	•	Sample lengths are variable, 20 cm minimum sample length, 1.5 m maximum sample length.

	•	The samples do not cross lithological boundaries:

	ο	quartz veins are isolated if possible as well as zones in increased sulphides or alteration;

	ο	shoulder sample of 1 m are collected on both sides of the mineralized sections;

	ο	due to the nature of the mineralization, and from the onset of drilling, the decision was made by Tamaka staff to collect samples continuously from collar to toe of hole.

•

Three dedicated technicians were trained on sampling:

	ο	top-mounted core saw with a four-compartment settling tanks to recycle the water;

	ο	a sample interval sheet was generated by the geologist logging the core; the sheet contained the Borehole ID, From, To intervals, and sample number;

	ο	the technician verifies the sample number from the sample sheet with the sample number from pre-printed sample books provided by the laboratory;

	ο	the technician cuts the core and places one half in a plastic sample bag and returns the other half to the core box;

	ο	one sample tag is placed in the sample bag, one sample tag is stapled into the core box at the beginning of the sample interval;

	ο	sample bags with sample and sample tag are sealed with fibre tape.

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	•	Quality assurance and quality control samples are inserted into the sample stream. Standards, blanks, field, and crush duplicates were inserted into the sample series using the same number sequence as the samples themselves. A QA/QC sample was inserted every 30 samples and were alternate between crush duplicates, field duplicates, standards, and blanks. Pulp duplicates performed by Accurassay were also incorporated in the program.

	•	Samples are placed in rice bags and stored in the core logging facility until shipment.

	•	A Tamaka employee delivers the samples to Manitoulin Transport in Dryden for delivery to Accurassay Laboratories (“Accurassay”) in Thunder Bay. Accurassay is an accredited facility, conforming to requirements of CAN P-4E ISO/IEC 17025, and CAN-P-1579.

	•	The laboratory returned all course rejects and pulps to Tamaka for storage at the Goldlund Project.

The following is a description of the sampling methodology for the Tamaka 2011 drilling program:

	•	Drill core was delivered by C3 Drilling to the Tamaka core logging facility located on site at the end of every shift.

	•	Core was put on the core logging tables for logging by the geologist or geological technician.

	•	A geologist technician checked the block measurements and measures recorded the RQD. Errors in block measurements were reported to the geologists.

	•	A technician recorded the magnetic susceptibility using a hand-held instrument for each 3 m length of core.

	•	Certain initial holes were logged into Microsoft Excel spreadsheets and the remainder were logged into a Gemcom© Gemslogger (“Gemslogger”) Microsoft Access database.

	•	A geologist entered the header information from a planned drillhole spreadsheet.

	•	A geologist logged the core, recording lithology, alteration, structure, and mineralization in Gemslogger or the spreadsheet and marking the intervals with a grease pen.

	•	A geologist inserted sample tags for intervals to be sampled, recording these intervals in Gemslogger or the spreadsheet.

	•	Sample lengths range between 0.2 and 2.6 m in length with an average sampling length of around 0.7 m.

	•	No samples crossed lithological boundaries.

	•	At least two shoulder samples are taken on either side of the mineralization.

	•	Sample tags marked with Standard Reference Material (“SRM”), blanks and duplicates were inserted at set intervals by the geologist.

	•	Core was photographed after logging and sampling was completed; both wet and dry photos were taken.

	•	Core was then relocated to the core splitting facility.

	•	A technician then double checked the intervals given in the sample booklet with printed logs from Gemslogger.

	•	Core was split using a top-mounted diamond saw blade.

	•	Half of the core was placed in a sample bag while the other half was replaced in the core box.

	•	Blanks and SRMs were inserted as specified in the sample booklet. Standards, blanks, field, and crush duplicates were inserted into the sample series using the same number sequence as the samples themselves. A QA/QC sample was inserted every 30 samples and were alternate between crush duplicates, field duplicates, standards, and blanks. Pulp duplicates performed by Accurassay were also incorporated in the program.

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	•	For field duplicates, the remaining half of the core was quarter split and placed in a sample bag.

	•	For coarse duplicates, a sample tag was placed in an empty sample bag.

	•	The sample tag was stapled to the inside of the sample bag and the sample bag is stapled closed.

	•	Sample tags were placed in rice bags and stored in crates awaiting shipment.

	•	Crates were shipped every week to Accurassay Laboratories in Thunder Bay by Manitoulin Transport.

	•	Downhole surveys were conducted using a Maxibor instrument while the drill rig was still setup on the drill pad.

	•	Once the drill rig was moved, collar locations were verified using a hand-held GPS.

	•	Once all the data is finalized in the field, the field databases/spreadsheets were transferred to the office in Thunder Bay where the master database is stored.

The following is a description of the sampling methodology for the Tamaka 2013-2014 drilling program:

	•	Drillers deliver the four-row NQ or NQ2 core boxes to the core logging facility.

	•	Core lids are removed and the boxes placed on the core logging table in order.

	•	A technician measures run lengths to confirm block markers.

	•	The technician records the rock quality designation (“RQD”) of the core on a computer form.

	•	Magnetic susceptibility is recorded over the entire hole length at 0.5 m intervals.

	•	Core is photographed (both wet and dry).

	•	Logging is completed by the geologist directly into a Microsoft Excel spreadsheet template form.

	•	Each drill log is a separate file:

	ο	logs record lithology, structures, alteration and sulphide content;

	ο	all geology related markings on the core use a yellow lumber crayon.

	•	Sample intervals marked with a red lumber crayon on the core.

	•	Sample lengths are variable; 20 cm minimum sample length, 1.5 m maximum sample length.

	•	The samples do not cross lithological boundaries:

	ο	quartz veins are isolated if possible as well as zones in increased sulphides or alteration;

	ο	shoulder sample of 1 m are collected on both sides of the mineralized sections;

	ο	due to the nature of the mineralization, and from the onset of drilling, the decision was made by Tamaka staff to collect samples continuously from collar to toe of hole.

•

Three dedicated technicians were trained on sampling:

	ο	top-mounted core saw with a four-compartment settling tanks to recycle the water;

	ο	a sample interval sheet was generated by the geologist logging the core; the sheet contained the Borehole ID, From, To intervals, and sample number;

	ο	the technician verifies the sample number from the sample sheet with the sample number from pre-printed sample books provided by the laboratory;

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	ο	the technician cuts the core and places one half in a plastic sample bag and returns the other half to the core box;

	ο	one sample tag is placed in the sample bag, one sample tag is stapled into the core box at the beginning of the sample interval;

	ο	sample bags with sample and sample tag are sealed with fibre tape;

	ο	quality assurance and quality control samples are inserted into the sample stream. Standards, blanks, field, and crush duplicates were inserted into the sample series using the same number sequence as the samples themselves. A QA/QC sample was inserted every 30 samples and were alternate between crush duplicates, field duplicates, standards, and blanks. Pulp duplicates performed by Accurassay were also incorporated in the program. A second aliquot of pulp (from the pulps remaining after Accurassay analysis) from samples (predetermined by Fladgate) by Accurassay to be shipped to a separate lab for analysis.

	•	Samples are placed in rice bags and stored in the core logging facility until shipment.

	•	A Tamaka employee delivers the samples to Manitoulin Transport in Dryden for delivery to Accurassay in Thunder Bay.

	•	The laboratory returned all course rejects and pulps to Tamaka for storage at the Goldlund Project.

All samples for each of the Tamaka drill programs are processed using both jaw crushers and ring mill pulverizers. Samples received by the lab were processed using the following sample preparation packages:

	•	Dry, crush (less than 5 kg) 90% -8 mesh (2 mm);

	•	Split (1,000 g); and

	•	Pulverize to 90% -150 mesh (106 μ).

The 2007 – 2008 samples were analyzed for gold and silver using a four acid digestion followed by a 50 g fire assay (FA) with inductively coupled plasma (“ICP”) finish.

Certain of the 2011 samples were analyzed using a conventional 30 g Fire Assay with an Atomic Absorption finish (“FA/AA”) for gold and a 0.25 aqua regia digestion with an AA finish for silver. For the remaining 2011 samples, a 50 g conventional fire assay with an AA finish and a 0.25 aqua regia digestion with an AA finish for silver was performed from the 500 g pulp. A second 500 g pulp was analyzed using a gravimetric finish for samples in excess of 10 ppm gold. In total, during the 2011 drill program, 10,914 core samples were sent to the laboratory for analysis.

All 2012 and 2013-2014 samples were analyzed by a 50 g conventional fire assay with an AA finish and a 0.25 aqua regia digestion with an AA finish for silver was performed from the 500 g pulp. A second 500 g pulp was analyzed using a gravimetric finish for samples in excess of 10 ppm gold.

Tamaka’s QA/QC for each of its drilling programs was generally consistent. The QA/QC programs consisted of the insertion of blanks, Standard Reference Manual (“SRM”) samples, field duplicates, and crush duplicates into the sample stream at set intervals. SRMs were inserted every 20^th sample while blanks were inserted every 27^th to 30^th sample. Field and crush duplicates were inserted into the sample stream only for the latter portion of the 2011 drilling campaign with a frequency of one field duplicate every 30^th sample and one crush duplicate every 32^ndsample. In addition to the field-inserted QA/QC program, the laboratories operate their own laboratory QA/QC system. The labs insert quality control materials, blanks and duplicates on each analytical run.

The Tamaka database has gone through several validations. The original data files received prior to the 2010 resource estimate were validated using 103 (10%) of the 1,065 drillholes in the total database. The validation was completed by the author of the Goldlund Technical Report, while he was employed by Tetra Tech. Data verification was completed on collar co-ordinates, end-of-hole depth, down-the-hole survey measurements,“From” and “To” intervals, measurements of assay sampling intervals, and gold grades that were compiled from hand written drill logs into Microsoft Excel spreadsheets. The error rate of the initial dataset exceeded the acceptable limit of 1% of errors. Most errors were insignificant and related to mistakes in transcription. Tamaka retrieved the dataset from Tetra Tech and corrected the entire dataset before returning the files to Tetra Tech. The second round of validation of the dataset returned no errors.

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2011 and 2012 round of validation – All data is now recorded and received digitally, so it is possible to check 100% of the assay data for Tamaka surface holes against the digital assay certificates. There is 100% agreement between the assay certificates and the assay data in the database. The same is true of collar coordinates, survey data, and lithology intervals.

2013 and 2014 round of validation – All data is now recorded and received digitally, so it is possible to check 100% of the assay data for Tamaka surface holes against the digital assay certificates. There is 100% agreement between the assay certificates and the assay data in the database. The same is true of collar coordinates, survey data, and lithology intervals.

The drillhole data was imported into Surpac 6.6, which has a routine that checks for duplicate intervals, overlapping intervals, and intervals beyond the end of hole. The errors identified in the routine were checked against the original logs and corrected.

Mineral processing and metallurgical testing

Tamaka received completed results of three metallurgical studies on the Goldlund Property; a gold deportment study, a scoping study including comminution testing, and a review of the acid-base accounting completed as part of the scoping study.

Reported overall gold extraction for the high-grade samples by gravity separation, flotation of the gravity tailing, and cyanidation of the flotation concentrate ranged from 55% to 74%. Reported overall gold extraction for bulk testing and composites by gravity separation and cyanidation of the entire gravity tailing ranged from 85% to 96%.

The majority of samples were determined to be not Potential Acid Generating (“PAG”), however two samples did have neutralization potential ratios of less than 1 and sulphide-sulphur greater than 12%, indicating that they are PAG. Due to the limited number of samples, these results should be considered preliminary, and further sampling and testing is required to accurately determine whether the tailings would be PAG.

Mineral resource estimates

We compiled all the data used in completing the mineral resource from original source drillhole documents and from plan and section originals and copies. The Goldlund Project has been drilled by 1,816 drillholes. However, only drillholes within the areas of interest and with exploration potential were included in the database. In addition to the drillhole database, a dataset containing underground wall sampling intervals was included. Wall sampling was conducted as continuous samples on both walls and at times at chest and back heights. The wall sampling data was converted into drillhole format to supplement the dataset. All resource estimations were conducted using Surpac version 6.6.

A pit shell analysis using a base case of US$1,350 gold price and a cut-off grade of 0.4 g/t Au, provided a pit constrained Indicated gold resource estimate of 9.3 Mt with an average grade of 1.87 g/t and additional pit constrained Inferred resource of 40.9 Mt with an average grade of 1.33 g/t for the Goldlund Property. Table A summarizes the Whittle pit constrained resource.

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The Goldlund deposit remains open along strike and to depth.

Classification	Zone	Tonnage	Au g/t	Ounces
Measured	1	-	-	-
	2	-	-	-
	3	-	-	-
	4	-	-	-
	5	-	-	-
	7	-	-	-
	8	-	-	-
	Subtotal	-	-	-
Indicated	1	5,508,000	1.65	292,197
	2	1,642,900	1.76	93,000
	3	-	-	-
	4	1,664,600	2.73	146,100
	5	-	-	-
	7	-	-	-
	8	508,600	2	29,200
	Subtotal	9,324,100	1.87	560,497
M&I	Subtotal	9,324,100	1.87	560,497
Inferred
	1	17,802,000	1.36	778,422
	2	1,028,000	1.22	40,000
	3	1,385,000	1.61	71,666
	4	734,000	2.40	57,000
	5	1,284,000	1.19	49,000
	7	17,947,000	1.28	737,004
	8	715,000	0.90	21,000
	Subtotal	40,895,000	1.33	1,754,092

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Cameron

Technical report

The Cameron Property project (the “Cameron Project”) description is based on the project’s technical report: Technical Report on the Cameron Gold Deposit, Ontario, Canada (effective date January 17, 2017) (the “Cameron Gold Technical Report”). The report was prepared for us in accordance with NI 43-101, by or under the supervision of Mark Drabble, B. App. Sci. (Geology), MAIG, MAusIMM; and Kahan Cervoi, B. App. Sci (Geology), MAIG, MAusIMM; each qualified persons within the meaning of NI 43-101. The following description has been prepared under the supervision of Chris Osterman, P.Geo. who is a qualified person within the meaning of NI 43-101, but is not independent of us.

The conclusions, projections and estimates included in this description are subject to the qualifications, assumptions and exclusions set out in the Cameron Gold Technical Report, except as such qualifications, assumptions and exclusions may be modified in this AIF. We recommend you read the Cameron Gold Technical Report in its entirety to fully understand the project. You can download a copy from our SEDAR profile (www.sedar.com), or from our website (www.firstminingfinance.com).

Project description, location and access

The Cameron Gold Project is wholly-owned by us through our wholly-owned subsidiary, Cameron Gold. The Cameron Gold Project comprises 226 unpatented claims, 24 patented claims (mineral rights only), seven mining licences of occupation (“MLO”) and four mining leases. All of the claims are located within unsurveyed crown lands, mainly within the Rowan Lake area, though some claims are situated in the Tadpole Lake, Brooks Lake and Lawrence Lake areas.

The total area of the project is approximately 448.53 km²(44,853.2 ha).

The Cameron Gold Project currently consists of two project areas; namely Cameron (which includes the Cameron deposit) (the “Cameron Deposit”) and West Cedartree (which includes the Dubenski and Dogpaw deposits). The Cameron Gold Technical Report covers only the Cameron Deposit and Mineral Resource Estimate within the broader Cameron Project. The property comprising the Cameron Project consists of 128 unpatented claims, four patented claims, six MLOs and two mining leases. The West Cedartree property comprises nine unpatented claims, 20 patented claims, one MLO and two mining leases.

The Cameron Gold Project is located in the southern part of western Ontario, Canada approximately 80 km southeast of Kenora and 80 km northwest of Fort Frances. The nearest towns are Sioux Narrows and Nestor Falls, 30 km and 25 km away respectively. The Cameron Gold Project is on unsurveyed crown lands accessed by sealed and all weather gravel roads. From Kenora via Highway 17, Hwy 71 and the Cameron Lake road the distance is around 123 km. From Fort Frances via Hwy 11, Hwy 71 and the Cameron Lake road the distance is 168 km.

Underlying royalties which affect the Cameron Deposit are:

	•	1.5% NSR payable to Rubicon Minerals Corp. for 47 unpatented claims. We have the option to repurchase 0.75% of the NSR for $750,000;

	•	1% NSR payable to Orion Resource Partners for 20 unpatented claims, 4 patented claims, 6 MLOs and 2 mining leases;

	•	2% NSR payable to Mr. Sherridon Johnson and Mr. Edward Antony Barkaus for one unpatented claim;

	•	$0.30 per short ton of ore mined payable to the estate of W. Moorhouse and D. Petrunka for one mining lease;

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	•	3% NSR payable to Lasir Gold Inc. We have the right to reduce the NSR to 1.5% by payment of $1,500,000; and

	•	1% NSR payable to Chalice on 133 unpatented mining claims, all of which are not encumbered by pre- existing royalties. We have the right to repurchase 0.5% of the NSR for $1,000,000.

Additional royalties pertain to the West Cedartree project, and are not applicable to the Cameron Deposit.

In order to maintain the title to an unpatented mining claim indefinitely, the recorded holder of the claim is required to undertake approved work expenditure in excess of $400 per claim within two years of the granting of the claim. Work programmes and expenditure commitments can be grouped across a contiguous series of unpatented mining claims. To maintain the unpatented claims comprising the Cameron Project in good standing, we are required to incur an aggregate expenditure of $750,800 per year and to file annual assessment reports of the work that has been undertaken. A total of $522,213 is available for distribution across the Cameron Gold Project. All MLOs are subject to an annual flat rental fee of $5.00 per hectare.

The duration of a mining lease is 21 years from the date of grant. The mining leases within the Cameron Project were initially granted in 1988 and were subsequently renewed for a further 21 years in July 2009, except one mining lease which was renewed in May 2006.

History

Exploration in the area commenced in the 1940s and numerous companies have carried out prospecting, line cutting, geological mapping, trenching, soil and outcrop sampling and ground magnetic and electromagnetic geophysical surveys.

On the Cameron Gold Project there have been numerous exploration and drilling programmes. On the Cameron Deposit itself, the first drilling was undertaken in July 1960. Prior to 2010, there were 836 holes comprising in excess of 90 km of diamond drill core drilled by six companies.

In 1987 at the Cameron Gold Deposit, underground development for an extensive sampling programme was undertaken. Some 65,000 m³of material was excavated with some bulk sampling, diamond drilling and rock chip sampling completed. The excavated material was placed on surface at site in three separate stockpiles: one for unmineralised access development material, one for “low-grade” mineralized material; and one for “mineralized” material. The unmineralised stockpile has been used from time to time for access road maintenance. The mineralized material stockpiles have been surveyed and sampled for the purpose of reconciliation against depletion calculations but no estimate has been prepared that would permit inclusion of the material in a disclosure of resources.

Between 2010 and 2012, 242 surface diamond holes were drilled totalling 36,000 m, the majority on the Cameron Deposit.

Since 2010, the following exploration work has been carried out throughout the Cameron Gold Project consisting of:

	•	Airborne magnetic gradiometers survey of the project area in 2010.

	•	250 km of line cutting over the property

	•	142 line km of Pole-Dipole Induced Polarisation surveys (July 2010 to February 2011)

	•	Orientation geochemical sampling programme of surface pits around the Cameron deposit in late 2011. A total of 19 samples of around 12 kg were collected from the base of till over an area of about 900 m x 600 m.

	•	Excavation of 94 pits in 2013 on gold-in-till anomalies.

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	•	Outcrop mapping and prospecting

	•	Heli-borne magnetics and Versatile Time-domain Electromagnetic (VTEM) over the western portion of the project in 2014. A total of 1457 line km of VTEM was flown at 200 m spacings.

	•	Several historical mineral resource estimates have been done for the Cameron Deposit.

In May 2014, 15 holes for 2,599.5 m were diamond drilled at the Jupiter, Ajax, Juno and Hermione prospects that are proximal to the Cameron Deposit.

Geological setting, mineralization and deposit type

The mineralisation at the Cameron Gold Project is mainly hosted in mafic volcanic rocks within a northwest trending shear zone (“Cameron Lake Shear Zone” or “CLSZ”) which dips steeply to the northeast. In the southeastern part of the deposit where the greatest amount of gold has been delineated, the shear zone forms the contact between the mafic volcanic rocks and diabase/dolerite rocks of the footwall.

Gold mineralisation occurs within quartz breccia veins, associated with intense silica-sericite-carbonate-pyrite alteration in a series of zones that dip moderately to steeply to the northeast within and adjacent to the shear zone. Gold is associated with disseminated pyrite with high sulphide concentration generally corresponding with higher gold grade. Visible gold is rare. The mineralisation is open at depth and along strike to the northwest with potential to expand the Mineral Resource in these directions.

The Cameron Deposit is a greenstone-hosted gold deposit. While the deposit can generally be considered to be part of the orogenic family of gold deposits, it bears many characteristics atypical of the largest gold deposits of this style. These features include:

	•	mineralisation dominated by disseminated sulphide replacement and quartz-sulphide stockwork and quartz breccia veins;

	•	spatial and temporal association of mineralisation with porphyry intrusive bodies that have similar alteration assemblages (taking into account primary lithological variations);

	•	relatively minor amounts of auriferous quartz-carbonate vein material comprising the mineralisation, which is likely temporally-late compared to the disseminated sulphide replacement and quartz breccia veins;

	•	high-grade mineralisation is largely deformed and the disseminated sulphide replacement zones that constitute the bulk of the mineralisation are commonly foliated; and

	•	the alteration assemblage of the mineralisation (sericite-albite-carbonate-pyrite) is atypical.

Exploration

Exploration at the Cameron Gold Project commenced in 1960 and has been conducted intermittently until the present day.

Drilling

A number of diamond drillhole programmes have been carried out across the Cameron Gold Project area by a number of explorers: Noranda Exploration Company Limited (“Noranda”) from 1960 to 1971; Zahevy Mines Limited and Noranda from 1972 to 1974; Nuinsco from 1979 to 1983; Nuinsco and Lockwood Petroleum Inc. 1983 to 1985; Nuinsco and Echo Bay Mines Limited from 1985 to 1988; Nuinsco and Deak International Resources Holding Limited from 1988 to 1990; Cambior Inc. from 1995 to 1996; Nuinsco from 1997 to 2009; and Coventry Resources Inc. (“Coventry”) from 2010 to 2012. In addition, an RC drilling programme was completed by Nuinsco from 1987 to 1989 to sample the overlying glacial till and the bottom of hole in bedrock to test for geochemical anomalism associated with gold mineralisation.

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From 1960 through to 2012, 981 diamond drillholes were drilled for a total of 120,813 m. An additional 83 RC holes were drilled during the mid-1980s for a total of 862 m.

Underground exploration of the Cameron Deposit commenced in October 1986 and was undertaken in two phases until July 1988 to verify the surface drilling results. Overall, 457 underground diamond drillholes were completed for a total of more than 21,707 m. An additional 55 diamond drillholes were drilled from underground for a total of 4,887 m between 1989 and 1990.

Sampling, analysis and data verification

Documentation regarding historic field procedures applied by previous explorers at the Cameron Gold Deposit, including details regarding sample collection, preparation, transportation and security, and analytical techniques, is poor or non-existent. Prior to 1988, core was manually split, with half-core sent for analysis. Post 1988, drill core was cut using a masonry saw. The inclusion of control samples is assumed and is sometimes referenced in documentation but details regarding this are not documented.

For the 2010 to 2012 drill programmes, drill core was cut on site with wet masonry core saws by geotechnical personnel who are supervised by Coventry site-based geologists. The selection of intervals for cutting and the length of these intervals was based on lithological, alteration or mineralisation boundaries as defined by the supervising geologist with 1 m intervals used in zones of similar lithology. Within mineralisation the sampling intervals vary from 0.06 m to 2 m.

Samples were received at the laboratory and checked against accompanying sample dispatch sheets to ensure all samples are delivered. Any discrepancies were noted and Coventry notified that resolution was required before the samples advanced through the preparation process.

Sample preparation comprised standard laboratory techniques of (i) drying for a minimum of 8 hours, (ii) mill crushing to greater than 70% passing 2 mm, (iii) riffle splitting (using a Jones Splitter) to approximately 250 gm and (iv) disk pulverising to 85% passing 75 microns. The sample was then split to 30 g for analysis with the remainder retained as a pulp residue. The coarse remainder was put aside as a bulk residue (reject).

Overweight samples (>2.5 kg) were crushed and split into two samples, treating each as above and recombining after pulverising.

All samples were analysed for gold by accredited and independent Activation Laboratories Ltd. (“ActLabs”) at their Thunder Bay facility using method ‘1A3-Tbay Au – Fire Assay Gravimetric’. The 30 g assay sample was combined with fire assay fluxes (borax, soda ash, silica and a lead oxide litharge) and silver added as a collector. The mixture was placed in a fire clay crucible, preheated at 850°C, intermediate at 950°C and finished at 1060°C over approximately 60 minutes. The crucibles were then removed from the assay furnace and the molten slag (lighter material) is carefully poured from the crucible into a mould, leaving a lead button at the base of the mould. The lead button is then placed in a preheated cupel which absorbs the lead when cupelled at 950°C to recover the silver and gold doré bead.

The gold was separated from the silver in the doré bead by parting with nitric acid. The resulting gold flake is annealed using a torch. The gold flake remaining is weighed gravimetrically on a microbalance. The detection limits are 0.03 ppm Au (lower) and 10,000 ppm Au (upper).

All drillcore from the 2010 and 2011 drilling programs is stored in covered steel core racks at the Cameron Gold Project. Every core box is labelled with Dymo tags, recording hole ID, box number and ‘from’ and ‘to’ depths.

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All samples were individually bagged and labelled with unique sample numbers. Corresponding laboratory specific assay tags were included in each sample bag, which were then sealed with plastic zip-ties and batched in woven nylon bags. Samples were transported via commercial road transport on a weekly basis during drilling programmes. The samples were taken to ActLabs in Thunder Bay or to the ActLabs sample preparation facility in Dryden before being transferred to Thunder Bay for analysis.

Drill core was logged in the exploration camp at Cameron Lake. The core was logged for geology, alteration, mineralisation, structure and other geological features such as veining. The core was photographed in wet and dry condition and stored in racks prior to sampling by core cutting. The drill core was marked up with the sample intervals and the core was cut using a diamond blade saw. Sample tickets were stapled into the wooden core trays and the other half put into the sample bag. The sample number was also written on the outside of the calico sample bag for identification and sorting purposes. The core is stored in the exploration facility at the Cameron Property. This has dedicated covered racks for storing drill core, wooden crates for sample residues, and sea containers for sample pulps.

All samples were individually bagged and labelled with unique sample numbers. Corresponding laboratory specific assay tags were included in each sample bag, which were then sealed with plastic zip-ties and batched in woven nylon bags. Samples were transported via Gardewine North commercial road transport of Kenora. The samples were taken to ActLabs in Thunder Bay. Confirmation was sent to Chalice that the security tags were intact, and that the numbers match the sample despatch request.

As part of its QA/QC review, Optiro Pty Ltd. (“Optiro”) was provided a Microsoft access database containing two QA/QC tables. One table comprised standards and blanks and one table comprised duplicates assay results. Optiro exported these tables into CSV format and imported the QA/QC results into data analysis spread sheets to review the Cameron QA/QC results.

The underground drilling data collected between 1987 and 1989 was considered critical to the quantity and quality of the 2014 Mineral Resource Estimate, and as no QA/QC information was available, Coventry undertook a re-sampling program in order to establish confidence in the assay results. The Coventry re-sampling programme targeted mineralisation in and around the underground development. Remaining core was quartered either using a core saw or manually (depending on core condition) over the same sample intervals as currently recorded in the database. The re-samples were prepared and assayed in exactly the same manner that samples from Coventry’s diamond drilling programme were processed with sample preparation and analysis carried out at ActLabs in Thunder Bay. This re-sample programme provided 816 directly comparable assay results, from a total of 1,904.6 m of drill core. The comparison is between half core (original sample) and quarter core (resample).

Optiro only managed to identify 101 samples recorded in the QA/QC database to be duplicate samples and that were submitted by Coventry in 2010 and 2011. Optiro’s analysis of the 101 identified quarter core duplicate samples indicates a poor repeatability of grades between paired samples with a correlation coefficient of 0.24. The results suggest that the duplicate samples are under reporting compared to the original grades at gold grades of less than 1 g/t Au, and over reporting compared to the original grades at gold grades of greater than 2 g/t Au.

Results from the scatter plot, precision plot and relative difference plots highlight a moderate to poor precision and poor repeatability of duplicates from this resample programme. In Optiro’s opinion the repeatability and precision of these duplicates does not demonstrate a high level of confidence. However, the small number of samples does not in Optiro’s opinion provide definitive evidence of issues with the duplicate repeatability. Optiro notes that consideration for differing sample volumes i.e. manually split half core (versus) sawn quarter core needs to be taken into account when reviewing duplicate analysis results. As such, whilst Optiro recommends that First Mining needs to review the performance of the Coventry resample programme further, Optiro considers these results to be adequate for resource estimation.

Optiro has identified 249 blanks submitted by Coventry as part of its resample programmes in 2010 and 2011. Of the 249 blanks submitted four returned grades above 0.03 g /t Au. This represents a failure rate of less than 2%. Optiro considers these results to be adequate for resource estimation.

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Optiro identified 236 standards submitted by Coventry as part of its resample programmes in 2010 and 2011. Of the 236 standards submitted, 10 different Certified Reference Material (“CRM”) standards with gold grades ranging from 0.38 g/t to 7.97 g/t Au were used during the Coventry resample programme. A total of 55 gold standards fall outside three standard deviations which represents a failure rate of approximately 23%. When graphed, it is evident that a large number of the standard failures are potential sample swaps (i.e. incorrect standard labelling or blanks labelled as a standard). However, due to the close gold grades of a number of standards, it is not possible to determine with 100% accuracy what the actual standard ID might be.

Optiro does not know whether Coventry resubmitted all failed batches for re-analysis.

Optiro considers that the sample swaps should be rectified in the database so that the QA/QC performance is representative of the performance of the standards. In taking these into account, Optiro considers that the CRM assay performance is adequate for estimation.

As part of their 2010 to 2012 drilling programmes, Coventry submitted standards, duplicates and blanks as part of their quality control program.

The blank material was obtained from a granite quarry and whilst not certified, was considered by Coventry to be sufficiently homogenous and unmineralised to act as barren material. Of the 921 blanks submitted eight (8) returned grades above 0.03 g /t Au. This represents a failure rate of less than 2%. These failures were reviewed at the time by Coventry and were considered to be potential laboratory contamination issues. Optiro considers these results adequate for resource estimation.

Of the 921 standards submitted, six were recorded as have grades of -99. Optiro removed these standards from the database prior to any further analysis. A total of 12 different CRM standards with gold grades ranging from 0.69 g/t Au to 7.97 g/t Au were used during the Coventry drill programs.

The provided database contained 901 quarter core duplicate samples collected by Coventry during the 2010 to 2012 drilling programmes. The duplicates demonstrate a moderate correlation coefficient (0.83) indicating moderate repeatability of grades between paired samples.

The relative precision of a field duplicate dataset is determined by calculating the absolute difference between the two sample’s grades divided by the mean of the sample pairs. Good or high precision suggests that the paired samples are consistent with each other, both samples have been well homogenised and that sample size (weight) is adequate to be representative of the material collected from the drillhole. Poor or low precision suggests that the samples have been poorly prepared, have a high inherent nugget, poor assaying, or are not large enough to be representative. Of the duplicates submitted to Actlabs, 74% of assays were within 5% precision, 76% within 10% precision, and 78% within 15% precision.

Results from the scatter plot, precision plot, and relative difference plots highlight a moderate to poor precision and moderate to poor repeatability of duplicates from these phases of drilling. Part of this could be due to the use of chisel vs. saw splitting, or the use of quarter vs. half core samples, which Optiro does not consider to be a true representative duplicate sample when dealing with gold mineralisation. As previously stated, taking into account consideration for differing sample volumes (i.e. half core versus quarter core), Optiro considers these results to be adequate for resource estimation.

In 2014, Chalice undertook a resampling program to provide additional confidence in the underlying drillhole sample assays results used for Mineral Resource estimation. The samples selected were considered to be spatially representative of the majority of the Cameron Gold Deposit with an emphasis on near surface locations. A total of 492 pulps and 325 coarse rejects were selected from the existing drillholes within the following series:

	•	Historical holes – resample of pulp samples only

	•	Coventry 2010 holes – pulps and rejects

	•	Coventry 2011 holes – pulps and rejects.

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The following is an overview of the pulp sampling program taken from the Chalice 2014 Report.

	•	Selected pulp samples were sent to AGAT Laboratories of Mississauga, Ontario – the Umpire Laboratory

	•	The samples were not re-numbered given the sample sequence had never been seen by this laboratory

	•	The laboratory was requested to place an “A” prefix to the start of the sample number to distinguish these results from the original results.

	•	Standards and Blanks were included with these samples positioned in the same location sequence as in the original submission; a new Standard was placed in the position of the original Standard (the original Standard sample being exhausted by the analytical process) whilst the Blanks were retained from the original submissions.

The selected samples were renumbered (for disguise) and re-submitted to ActLabs to preparation and analysis by the method adopted by Coventry and described in previous reports.

Standards and Blanks were included with these samples positioned in the same location sequence as in the original submission; a new Standard was placed in the position of the original Standard (the original Standard sample being exhausted by the analytical process) whilst the Blanks were retained from the original submissions.

Results from the pulp duplicate analysis indicates a good repeatability of pulps, while results from the coarse reject analysis illustrates that the average grade of the rejects is 4% lower than the original sample. Optiro was not provided with this data and as such has not been able to replicate these results.

Optiro considers the assay performance of the pulp and reject samples to provide good support for the representivity of the analytical results and for mineral resource estimation.

In 2015, Chalice undertook two resampling programs of unsampled intervals within the CSZ. Optiro has based the following analysis of standards, duplicates and blanks submitted as part of the 2015 resampling programs based on the coding in the provided database.

Of 1,608 blanks submitted during the 2015 resample program, 10 returned grades above 0.03 g/t Au. This represents a failure rate of less than 1%. Optiro considers these results to be a good measure of the sample preparation process and acceptable for resource estimation.

Of 1,644 standards submitted, 10 were recorded as ‘sample consumed’. Optiro removed these standards from the database prior to any further analysis. A total of 9 different CRM standards with gold grades ranging from 0.34 g/t Au to 7.97 g/t Au were used during the Chalice resample programmes.

A total of 144 gold standards fell outside of three standard deviations, which represents a failure rate of approximately 9%. The majority (but not all) of the failures appear to be sample swaps (i.e. incorrect standard labelling or blanks labelled as a standard). In this program, Chalice did not resubmit failed batches for re-analysis but Optiro recommends implementation of this protocol for future programs. In addition, Optiro notes the presence of what appears to be cyclic trends in the standard results. Further investigation into these trends is recommended.

Of 1,629 quarter core duplicates submitted, one was recorded as having a grade of -99. Optiro removed this sample from the database prior to any further analysis. The duplicates demonstrate a moderate correlation coefficient (0.79) indicating a moderate repeatability of grades between paired samples. Optiro notes there are number of original samples (43) with barren grade (<0.03 g/t Au) where the duplicate has returned gold grades ranging from 0.1 g/t Au to 2.42 g/t Au. Furthermore, there a number of duplicate samples (47) of barren grade with an original grade ranging from 0.1 g/t Au to 3.1 g/t Au, suggesting that there are potentially sample swaps.

The relative precision of a field duplicate dataset is determined by calculating the absolute difference between the two sample’s grades divided by the mean of the sample pairs. Good or high precision suggests that the paired samples are consistent with each other, both samples have been well homogenised and that sample size (weight) is adequate to be representative of the material collected from the drillhole. Poor or low precision suggests that the samples have been poorly prepared, have a high inherent nugget, poor assaying, or are not large enough to be representative. Of the duplicates submitted to Actlabs 86% of assays were within 5% precision, 87% within 10% precision, and 88% within 15% precision.

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Results from the scatter plot, precision plot, and relative difference plots highlight a moderate precision and a moderate repeatability of duplicates from these resampling programs.

Based on the good correlation coefficient and moderate repeatability performance of the duplicate samples Optiro considers the results from the Chalice 2015 resampling program to be acceptable for use in a mineral resource estimate.

Aside from the pulp resample programme undertaken by Chalice in 2014, Optiro is unaware of any additional umpire duplicate sampling that has taken place at Cameron Gold Project.

Data verification has been carried out by the author to verify the following elements:

	•	Deposit location and geology confirmed by site visit to view outcrop exposures, drill core samples and photographs of drillcore

	•	Drill collar locations and grid co-ordinates verified by GPS check of randomly selected drill hole co- ordinates

	•	Downhole survey deviation compared on an random selection of drill holes

	•	Quantum of stated mineralisation supported by independent sampling of mineralisation

	•	Assay integrity verified by sample QA/QC analysis, no significant bias identified

Primary source data (surveys, downhole survey information, assay certificates) checked against database for errors and no material issues identified.

The results of the data validation process have verified the accuracy and integrity of the information provided by Chalice. It is Optiro’s opinion that the Cameron database is acceptable for the purpose of mineral resource estimation.

Mineral processing and metallurgical testing

A number of preliminary metallurgical studies have been carried out on samples from the Cameron Property from 1985 to the present. Multi-element geochemical assays of the samples from the drillholes drilled between 2010 and 2012 have indicated that concentrations of deleterious elements (such as sulphur) are not significant.

Metallurgical test work carried out on samples representative of the style of mineralization at the Cameron Gold deposit showed that recoveries of 92% to 93% were returned from direct cyanidation of samples ground to 75 μm. The results also showed that the recoveries were grind sensitive with maximum recoveries at a P80 grind size in the range 53 to 75 μm. An alternative processing regime of sulphide flotation (mainly pyrite), regrind of flotation concentrate followed by intensive cyanidation of flotation concentrate and flotation tailings provided gold recoveries marginally higher than direct cyanidation. At a grind size of 75 μm the optimum leach time was approximately 24 hours.

Test work completed in 2013 by the Vancouver branch of SGS used a composite sample taken from 17 drillhole intersections from 14 separate drillholes at the Cameron Project. Comminution tests indicated that:

	•	rod and ball mill bond work indices are low;

	•	moderate abrasion index within typical ranges for dolerite-basalt material; and

	•	JK breakage parameters indicating the material is highly competent.

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Gravity recoverable gold is typically around 25% with no improvement in overall recovery after gravity recovery with cyanidation of the gravity tails. Test work carried out in 2014 showed that cyanide in leach processing at a P80 of 75 μm would recover 92.5% of gold with a cyanide usage of 0.2 kg/t and lime usage of 1.2 kg/t. This result was an improvement on direct cyanidation in terms of reagent usage with a lower recovery (92.5% vs. <95% cyanidation). No processing issues or deleterious element have been identified that could have a significant effect on potential mineral extraction in metallurgical test work completed to date.

Mineral resource estimates

The mineral resource estimates for the Cameron Deposit have been generated from drillhole sample assay results. The interpretations are based on an integrated 3D geological model that defines the relationships of the geological elements at the Cameron Property. The interpreted mineralisation wireframes (using a nominal 0.4 g/t Au and 0.25 g/t Au cut-off grade for low grade domains) have been used to constrain gold grade estimates. There are eight mineralisation domains that are split into two global areas –‘northern’ and ‘southern’, with the separation defined by a set of northwest (grid) striking quartz feldspar porphyry (“QFP”) dykes. The southern domain is the most strongly mineralised. The stronger mineralisation is attributed to being dominantly mafic hosted with an inflection point in the Cameron Lake Shear Zone and resultant dilation zone defined by north-south striking hangingwall and footwall QFP dykes.

Block grade estimation parameters have been defined on the basis of geology, drillhole spacing and through geostatistical analysis of the data. Block grade estimation is by ordinary kriging (“OK”) into a panel size of 5 mE by 10 mN and 5 mRL, which is considered appropriate for the distribution of sample data and the deposit type. Sub-celling of the parent cells to 0.625 mE by 2.5 mN and 1.25 mRL was enabled to ensure good volumetric correlation with the mineralisation wireframes.

The mineral resource estimates have been classified by the geological understanding, data spacing, block proximity to sample locations, underground development and confidence in the block model grade estimate. The mineral resource estimate has been reported in accordance with the Standards on Mineral Resources and Reserves of the Canadian Institute of Mining, Metallurgy and Petroleum 2014 Definition Standards.

The mineral resources have been reported using updated constraints and cut-off grades. The mineral resource is tabulated in the Table A below for Measured and Indicated Mineral Resources and in Table B for Inferred Mineral Resources.

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Table A - Measured & Indicated Mineral Resource statement as at January 17, 2017

Mineral Resource Classification	Open-Pit Constraint	Gold cut-off (Au g/t)	Tonnes	Gold g/t	Gold (Ounces)
Measured Mineral Resource	Within US$1,350 open-pit shell	0.55	2,670,000	2.66	228,000
Indicated Mineral Resource	Within US$1,350 open-pit shell	0.55	820,000	1.74	46,000
Measured + Indicated			3,490,000	2.45	274,000
Mineral Resource Classification	Underground Constraint	Gold cut-off (Au g/t)	Tonnes	Gold g/t	Gold (Ounces)
Measured Mineral Resource	Below US$1,350 open-pit shell	2.00	690,000	3.09	69,000
Indicated Mineral Resource	Below US$1,350 open-pit shell	2.00	1,350,000	2.80	121,000
Measured + Indicated			2,040,000	2.90	190,000
TOTAL MEASURED + INDICATED			5,530,000	2.61	464,000

Table B - Inferred Mineral Resource statement as at January 17, 2017

Mineral Resource Classification	Open-Pit Constraint	Gold cut-off (Au g/t)	Tonnes	Gold g/t	Gold (Ounces)
Inferred Mineral Resource	Within US$1,350 open-pit shell	0.55	35,000	2.45	3,000
Mineral Resource Classification	Underground Constraint	Gold cut-off (Au g/t)	Tonnes	Gold g/t	Gold (Ounces)
Inferred Mineral Resource	Below US$1,350 open-pit shell	2.00	6,500,000	2.54	530,000
TOTAL INFERRED			6,535,000	2.54	533,000

The Measured and Indicated Mineral Resources are defined in the areas of the deposit that have the highest drilling density along with underground development that has exposed and sampled the deposit on three levels of drift development.

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Pickle Crow

Technical report

The Pickle Crow Property project (the “Pickle Crow Project”) description is based on the project’s technical report: A Mineral Resource Estimate for the Pickle Crow Property, Patricia Division, Northwestern Ontario, Canada (dated June 2, 2011) (the “Pickle Crow Technical Report”). The report was prepared for us in accordance with NI 43-101, by or under the supervision of B. Terrence Hennessey, P.Geo.; Alan J. San Martin, MAusIMM(CP); and Sam J. Shoemaker, B.Sc. MAuIMM, Reg. Mem. SME; all qualified persons within the meaning of NI 43-101. The following description has been prepared under the supervision of Chris Osterman, P.Geo. who is a qualified person within the meaning of NI 43-101, but is not independent of us.

The conclusions, projections and estimates included in this description are subject to the qualifications, assumptions and exclusions set out in the Pickle Crow Technical Report, except as such qualifications, assumptions and exclusions may be modified in this AIF. We recommend you read the Pickle Crow Technical Report in its entirety to fully understand the project. You can download a copy from our SEDAR profile (www.sedar.com), or from our website (www.firstminingfinance.com).

Project description, location and access

The Pickle Crow Property is located in northwestern Ontario about 400 km north of Thunder Bay and approximately 11 km east of the town of Pickle Lake. The Pickle Crow Property is centred at approximately 51º 31’ North latitude and 90º West longitude in NTS map area 52O/11.

The Pickle Crow Property can be reached from the city of Thunder Bay by proceeding westerly on the paved TransCanada Highway (Highway 17) for approximately 245 km to the town of Ignace and then northward on paved Provincial Highway 599 approximately 290 km to the town of Pickle Lake. From Pickle Lake, access to the Pickle Crow Property is along a good gravel road that connects to Highway 599 near the village of Central Patricia. The western boundary of the Pickle Crow Property is 6.5 km from the turn off at Highway 599. The total road distance to the Pickle Crow Property from Thunder Bay is approximately 545 km.

The Pickle Crow Property consists of 98 contiguous patented mining claims covering a surveyed area of 1,582.9 ha and 19 unpatented mining claims comprised of 166 units covering an unsurveyed area of approximately 2,656 ha for a total of 117 claims comprised of 264 units totalling approximately 4,239 ha.

Through our wholly-owned subsidiary, PC Gold, we are party to a 99 year mining lease (the “Mining Lease”) with Teck Resources Limited (“Teck”) which expires July 31, 2067. The Mining Lease requires payment of $1.00 per year which has been prepaid in full in advance. Registered ownership of mineral rights and surface rights for the Pickle Crow patented claims is held by Teck as ‘fee simple, absolute’, the highest level possible.

Our leasehold interest in the patented claims is additionally subject to two NSRs totalling 1.25%. These royalties would be payable only upon commencement of commercial production. We have the option of purchasing these royalties. There are no other royalties, back-in rights or encumbrances on the Pickle Crow Property.

The unpatented portion of the Pickle Crow Property is subject to assessment work requirements.

All phases of our exploration activities on the Pickle Crow Property are subject to environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation and provide for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain exploration and mining industry activities and operations. They also set forth limitations on the generation, transportation, storage and disposal of hazardous waste. A breach of such regulations may result in the imposition of fines and penalties. In addition, certain types of exploration and mining activities require the submission and approval of environmental impact assessments.

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The Pickle Crow Property has, over the course of the past two decades, been subject to several environmental studies which examined, among other things, water quality and its impact, if any, on the health of aquatic populations in the watershed encompassing it. These preliminary studies indicate that in spite of the history of mining on the Pickle Crow Property, including a significant volume of historical tailings sitting in four tailings basins on surface and extensive areas of flooded mine workings, water quality samples generally meet provincial water quality standards. This appears to be due in part to the generally low sulphide content and natural buffering effect of the carbonate minerals found in the vein ore historically mined.

History

The Pickle Crow deposit was originally discovered in the early 1930s and commercial production at the mine began in 1935. The Pickle Crow mine operated until 1966 during which time it produced 1,446,214 troy ounces of gold and 168,757 troy ounces of silver from 3,070,475 tons of ore milled (at an average grade of 0.47 oz./t or 16.14 g/t). The Pickle Crow Property sat dormant from 1966 to the late 1970s.

In 1979, a VLF-EM (very low frequency-electromagnetic) geophysical survey of the Pickle Crow Property was performed and 47 surface diamond drill holes for 7,356 m were drilled. The only known soil geochemical survey done on the Pickle Crow Property was completed in 1983. The samples were collected along the same cut grid lines as used for the VLF-EM survey. Soil values ranged from 10 to 12,000 ppb, with the high values attributed to the mine tailings and thought to be cultural anomalies.

Between 1985 and 1987, the most extensive exploration program on the Pickle Crow Property since its closure and up to that time was completed. The program consisted of line-cutting, magnetometer and induced polarization geophysical surveying, geological mapping, surface trenching, diamond drilling and environmental baseline studies. In total, 286 surface diamond drill holes drilled for 46,189 m and 79 underground diamond drill holes for 9,341 m which were completed between 1985 and 1988. Following completion of the program, all shafts, ventilation raises and other surface openings were capped with concrete in 1989 after an estimated $9.2 million was spent on the Pickle Crow Property. Two historic (non-NI 43-101 compliant) resource estimates were commissioned, one in April of 1988 and a second in December of 1988.

A total of four surface diamond drill holes for 2,287 m were drilled in the fall of 1998. An additional 18 surface diamond drill holes were completed in 1999 for 2,173.5 m.

Between 1999 and 2001, two bulk samples were taken from the No. 5 Vein and No. 1 Vein crown pillars respectively.

In 2002, the building of a 225 t/d extreme gravity mill was commenced on the site, a partially complete production closure plan was submitted to the then MNDM and construction of a tailings management facility within the historic Pickle Crow tailings area began. Stockpiling of material mined from the historic No. 1 Vein shaft and crown pillar area in the summer of 2002 also commenced.

On May 13, 2008 PC Gold acquired its interests in the Pickle Crow Property. It then launched the current exploration program in conjunction with the staking of surrounding unpatented claims which now define the boundaries of the current Pickle Crow Property.

Geological setting, mineralization and deposit types

The Pickle Crow Property lies within the Pickle Lake greenstone belt, part of the Uchi Subprovince, which is within the Superior Province of the Canadian Shield. The Pickle Lake greenstone belt comprises an approximately 70-km long by 25-km wide area of supracrustal rocks and internal granitoid plutons surrounded by large granitoid batholiths.

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The supracrustal rocks have been deformed and metamorphosed to greenschist facies with amphibolite facies occurring in the thermal aureoles of younger plutonic bodies. The Pickle Lake greenstone belt is subdivided into four tectono-stratigraphic assemblages including:

	•	The Pickle Crow assemblage.

	•	The Kaminiskag assemblage (not present on the Pickle Crow Property).

	•	Unnamed Temiskaming-like assemblage.

	•	The Confederation assemblage.

On the Pickle Crow Property, the Pickle Crow assemblage is dominated by tholeiitic basalts with intercalated sediments (primarily banded iron-formation, sometimes referred to as BIF), and rare calc-alkaline volcanic and volcaniclastic units. The assemblage occupies the northwestern part of the greenstone belt and is interpreted to be unconformably overlain by the Confederation assemblage.

Gold mineralization on the Pickle Crow Property is orogenic in nature and occurs in complexly folded and sheared, mainly tholeiitic, volcanic rocks of the Pickle Crow assemblage near its contact with calc-alkaline volcanic/volcaniclastic rocks of the Confederation assemblage. Host rocks for the mineralization include tholeiitic lavas, banded iron formation, intermediate volcanic/volcaniclastic rocks and quartz feldspar porphyry. Gold occurrences on the Pickle Crow Property are associated with four styles of mineralization:

	•	Narrow, high-grade gold-scheelite-bearing quartz veins, which were the main source of gold produced at the Pickle Crow mine from 1935 to 1966.

	•	Iron formation-hosted gold mineralization adjacent to vein structures. The iron formation contains stringers and discontinuous lenses of quartz and the iron-bearing minerals have been replaced by sulphides. Both quartz and sulphides are gold- mineralized. Only a limited amount of this type of material was processed at the Pickle Crow mine. However, iron formation-hosted gold was the main ore type at the adjacent Central Patricia mine to the southwest.

	•	Shear zone-hosted gold mineralization consisting of complex wide zones of intense shearing and alteration which are intimately associated with the intrusion of the Albany porphyry and characterized by disseminated pyrite, discontinuous quartz veining and sulphidation of interflow iron formation.

	•	Arsenopyrite-associated gold mineralization which typically occurs as disseminated to semi-massive arsenopyrite and quartz-arsenopyrite stockworks hosted by iron formation but can be also found, to a lesser extent, in shear zones and/or quartz veins in volcanic rocks. Similar arsenopyrite-rich iron formation-hosted gold was the main ore type at the adjacent Central Patricia mine.

We consider the gold occurrences in the Pickle Lake mining camp to be classical examples of deposits grouped under the descriptive model of Archean low-sulphide gold- quartz veins. This deposit type is also known as shear- zone-hosted gold, Archean quartz-carbonate vein gold deposits, Archean lode gold, Archean mesothermal gold or orogenic gold.

Exploration

In 2007, sourcing and compilation of available historical data was started.

In October 2007, a total of nine samples from the Pickle Crow Property. Two types of samples were obtained on a spontaneous and random basis : eight field duplicate split core samples from a series of drill holes that are stored at two locations on the Pickle Crow Property and one composite chip channel sample taken from the outcropping one vein in its bulk sample pit.

Starting in the spring of 2008 PC Gold commenced an extensive exploration program consisting of locating historical drill collars with a differential GPS; surveying historical shafts; reconnaissance geological mapping and relocating historical trenches; limited channel sampling and mapping of historical trenches and diamond drilling of 33 holes with up to 2 rigs totalling 8,638 m in the core mine trend to confirm historical holes. This program confirmed the results of historical drill holes and provided confidence in the digital database.

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Field exploration was renewed in the spring of 2009 with a focus continuing on the core mine trend. This exploration program consisted of diamond drilling of 34 holes with up to 3 rigs totalling 14,308 m; shallow drilling targeting; U-Pb age dating of detrital zircons from two samples; line cutting (114.9 km) on the core mine and Cohen-MacArthur trends; a Titan IP (71.45 line-km, 80.25 km with current extensions) and ground magnetometer survey (110 line-km); and prospecting with a focus on the Cohen-MacArthur trend. The most significant results of the 2009 program were the discovery of Conduit Zone 1, the discovery of Pickle Crow type high-grade veins hosted in intermediate volcanic rocks and gabbro of the Confederation assemblage (Confederation veins), possibly representing surface expression of a vein, the identification of Temiskaming-like sediments in the core mine trend, and the identification of the Cohen-MacArthur trend by geophysics.

In 2010, exploration continued with the focus remaining on the core mine trend but expanding to include the Cohen-MacArthur trend. The exploration program consisted of diamond drilling of 106 holes with up to 4 rigs totalling 35,545 m, including helicopter supported drilling; and trenching program consisting of 9 trenches totalling approximately 32,000 m²including 1,707 channel samples. The most significant results of the 2010 program were the discovery of the no. 19 vein, the Kawinogans Zone and the Central Pat East Zone and the extension of the No. 1 Vein 700 m below the historical workings. The No. 20 and 21 Veins were also discovered.

As of March 12, 2011, the exploration program continued with drill testing of the core mine but with a focus on regional targets along the Cohen-MacArthur trend. The exploration program consisted of diamond drilling of 11 holes with up to 3 rigs, totalling 4,476 m; 881.4 line-km of 50-m spaced helicopter borne AeroTEM and magnetometer surveys; and completion of baseline water sampling and sampling of stockpiled high and low grade ore for finalizing the closure plan. Significant results of the 2011 exploration program to date include the expansion of the Central Pat East Zone as a possible near surface, bulk tonnage target and the continued expansion of the No. 19 Vein.

On April 18, 2011, PC Gold announced a 1.26 million ounce NI 43-101-compliant inferred mineral resource, audited by Micon International Limited (“Micon”), which triggered the preparation of the Pickle Crow Technical Report.

Drilling

Since acquiring the Pickle Crow Property in early May 2008, PC Gold has conducted an aggressive diamond drill program designed to confirm and expand the historic resources and make new discoveries. The most prominent of these new discoveries was the No. 19 Vein with 15.95 g/t Au over 0.70 m. Follow-up intercepts of the zone included 43.28 g/t Au over 13.13 m and are considered by PC Gold to represent the most significant discovery since the closure of the mine in 1966. Other discoveries include the Conduit Zones in the Albany Shaft area and the Central Pat East Zone along the Cohen-MacArthur trend.

A total of 184 holes totalling 62,968 m have been drilling on the Pickle Crow Property between June 2008 and March 12, 2011. Drilling was completed in three phases as described above.

All holes were drilled with NQ-sized core (47.6 mm) with the exception of 9 BQ Thin Wall holes (40.7 mm) drilled.

The bulk of the PC Gold holes were drilled in the core mine trend with the second largest concentration along the Cohen-MacArthur trend. Several new mineralized zones were intersected. Other newly discovered zones include the No. 20 and 21 Veins, the Confederation Veins, and the Kawinogans Zone. Significant extensions to known zones include extending the No. 1 Vein at Shaft 1 to 1,500 m depth and the intersection of abundant quartz veining beneath the workings of Shaft 3 which is interpreted to be the extension of the No. 6 and 7 Veins.

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The drilling program has extended several known zones and outlined new discoveries. These include high grade, narrow vein targets and more disseminated bulk tonnage targets which may be amenable to open pit or underground bulk mining.

Sampling, analysis and data verification

Two types of sample collected by PC Gold during exploration of the Pickle Crow Property were used in the preparation of the mineral resource estimate presented in the Pickle Crow Technical Report, channel samples from trenches and diamond drill core.

Channel Samples - Collection of the trench channel samples was completed after the trenches were excavated, washed and mapped. Channel sampling was performed utilizing a Stihl ‘quick-cut’ rock saw. Two continuous parallel cuts were sawn approximately 5 cm apart and approximately 5 cm deep, with the rock in between then chipped out using a chisel. Sample lengths varied between 0.3 and 2.0 m averaging 0.90 m. Each sample was placed in a thick plastic bag with the sample number clearly written on the outside of the bag with permanent marker and with one portion of a three part sampling ticket placed inside. Each sample was sealed with a cable strap. The location of the samples was noted in the sample book and on the trench map. Aluminum tags with etched sample numbers were hammered into the cross cuts, using cement nails, at the beginning of each sample interval for a permanent record on the trench. Once collected, the samples were bagged and shipped as per the sample shipment procedures described below, with the exception that all channel samples were shipped to AGAT Laboratories Ltd. (“AGAT”) of Mississauga, Ontario.

Diamond Core Logging and Sampling – NQ diameter (47.6 mm) drill core was logged, then sawn in half using diamond bladed saws at the secure logging/core-cutting buildings onsite, under the overall supervision of the logging geologists. The core was sawn in half following a sample cutting line determined by the geologists during logging. After cutting, one half of the core was bagged, labelled and sealed with a zip tie or staples after one part of the three part sample tag was placed inside. The second part of the sample tag was stapled into the core box at the beginning of each sample. The third part of the tag was kept in the sample tag book as a permanent record. The remaining half core was placed in core boxes to serve as a permanent record and stored in a secure onsite facility. All samples were shipped from the site in a locked wooden crate with security tags. The samples were transported via Manitoulin Transport to laboratory preparation facilities in Thunder Bay, Ontario for crushing, pulverization and pulp preparation. In 2008, samples were shipped to ALS Chemex’s (“ALS”) facility in Thunder Bay. In 2009 and 2010, samples were sent to Accurassay in Thunder Bay.

Once the core/channel samples were cut, bagged and sealed with zip ties or staples, ten samples were put into a larger rice bag, which was then sealed with a secure, numbered security tag. The security tag numbers were recorded along with the corresponding samples within the bag, and then shipped in the locked wooden crates to the laboratory. Once they arrived at the laboratory, the security tags and corresponding samples were recorded again by the laboratory and emailed back to the PC Gold field site for confirmation. Prior to shipment the sample bags were stored in a locked building onsite. The site is always occupied. No samples were left at the project site during field breaks.

A total of 5,797 drill samples, which include QA/QC samples (i.e. duplicates, standards and blanks) were submitted to ALS in 2008 for analysis. A total of 42,392 drill samples, including QA/QC samples, were submitted to Accurassay in 2009 and 2010 for analysis. A total of 1,577 channel samples, including QA/QC samples, were submitted to AGAT in 2010 for analyses.

For the analysis of Pickle Crow Property drill core samples, ALS was chosen as the primary laboratory in 2008. Accurassay was chosen as the primary laboratory for drill core samples in 2009 and going forward.

In 2008, samples were crushed and prepared at ALS’ facilities in Thunder Bay, Ontario and sample pulps were shipped to its North Vancouver, British Columbia laboratory for analysis. ALS’ facilities in Thunder Bay are certified to ISO 9001. The laboratory in North Vancouver is accredited to ISO 17025 for gold fire assay by atomic absorption and gravimetric finish as well as four-acid multi-element analysis by ICP and MS. In 2009 and 2010, samples were crushed, prepared and analyzed at the Accurassay facility in Thunder Bay, Ontario. Accurassay is accredited to ISO 17025 for gold by fire assay with atomic absorption finish. The trench channel samples were assayed at AGAT in Mississauga, Ontario. AGAT is accredited to ISO 17025.

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All samples sent to ALS for analysis were prepared using a jaw crusher, which was cleaned with compressed air between samples, resulting in 70% of the sample passing through a 10 mesh screen. A 1,000 g split of the crushed sample was then pulverized to 85% passing a 200 mesh screen. All samples sent to Accurassay for analyses were prepared using a jaw crusher, which was cleaned with a silica abrasive between samples, resulting in 90% of the sample passing through an 8 mesh screen. A split of the crushed sample weighing 1,000 g was then pulverized to 90% passing a 150 mesh screen. AGAT’s sample preparation procedures include crushing to 75% passing 2 mm and pulverizing to 85% passing 75 µm.

For all three laboratories, the prepared sample pulps were analyzed for gold by fire assay using 50-g sample charge with AAS finish. If the returned assay result was equal to or greater than 5 g/t then the sample was reassayed by fire assay with gravimetric finish. All samples greater than 10 g/t, and any samples suspected of nugget gold (quartz veins) were additionally sent for pulp metallics analysis using the remainder of the pulp (~950 g of sample).

PC Gold has completed bulk density measurements on 2,602 samples of mineralized and unmineralized diamond drill core, and select grab samples from “ore” stockpiles onsite from the Pickle Crow mine. Of these, 1,918 measurements were used in the calculation of average specific gravity for the Pickle Crow Property. During a review of the data, 684 measurements were discarded due to laboratory errors that produced unrealistic specific gravity values.

Diamond drill hole data and trench data in stored in Excel spreadsheets. These can easily be imported into Microsoft Access database software and used in many resource estimation/mine planning software packages. We also use Gemcom software to evaluate drill results and has the finalized data stored in Microsoft Access. Excel is used to manage the data and QA/QC program.

The Pickle Crow Project QA/QC program includes the use of crush duplicates, ¼-split drill core (field duplicates), the insertion of certified reference materials including low, medium and high grade standards and coarse blanks. This is accomplished by inserting the QA/QC samples sequentially in the drill core sample numbering system. One set of the four QA/QC types were inserted every 30 samples, consisting of 1 crush duplicate, 1 quarter-split field duplicate, 1 standard (alternating between a low, medium and high standard), and 1 blank. This resulted in approximately every seventh sample being a QA/QC sample.

Sample assay results are evaluated through control charts, log sheets, sample logbook and signed assay certificates to determine the nature of any anomaly or failure. Identified failures are re-assayed by the laboratory at which the failure occurred until a cause of the failure and correct analysis is obtained. Check assaying is also conducted on approximately 1 in every 20 samples. The pulps are re-numbered with new, sequentially-inserted QA/QC samples and sent to a second ISO certified laboratory (Actlabs of Ancaster, Ontario).

Approximately 1 out of every 20 samples for the Pickle Crow Project were submitted to a second laboratory, Actlabs, an ISO 17025 certified laboratory with a sample preparation and analytical facility in Ancaster, Ontario. The assaying protocol used is similar to ALS and Accurassay’s using fire assaying with a 50-g charge and AAS finish. Samples above 3 g/t Au are re-assayed using a gravimetric finish, and above 10 g/t by pulp metallic methods. A total of 2,117 check samples were sent to Actlabs. Check assays generally matched the value obtained by the original laboratory and the overall variation between laboratories was well within the natural variation of the sample material as indicated by the field and crush duplicates.

During the October, 2011 site visit, Micon did not complete any check sampling. Micon did examine surface exposures and stockpiles of mineralization from the No. 1 Vein and No. 5 Vein. Visible gold was noted in the samples on the No. 1 Vein stockpile.

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The final database was sent to Micon in early March, 2011 for validation. Micon performed a thorough validation of the database and specifically performed a cross-check validation of the assay table against assay results received directly from the laboratories in electronic form. The cross-check validation of the assay table described above was possible only for the newer PC Gold-generated data which contained laboratory sample identification numbers.

Several minor problems were found and corrected, most of them located out of the modelled zones. The problems were related to the fact that the majority of the database was collected from historical data digitized from old paper logs.

It is Micon’s opinion that PC Gold is running an industry standard QA/QC program for its database and insertion of control samples into the stream of core and channel samples for the Pickle Crow project exploration program.

While certain minor discrepancies in survey data of old workings have been noted it has been determined they will only affect the precise location in space of the workings and are not likely to materially affect the estimate of remaining volumes of mineralization. As such they are suitable for use in an inferred resource estimate. Determination of measured and indicated resources or reserves in the future will require resolution of these minor discrepancies, likely by dewatering and reaccessing the workings.

The historic drill data have been shown to be acceptable for use in a mineral resource estimate with appropriate application of assay top cuts as discussed above.

Mineral processing and metallurgical testing

The historic ore produced at the Pickle Crow mine presented no major milling problems.

Pickle Crow Mill, 1935-1966: The long since removed process plant for the Pickle Crow mine ran from 1935 to 1966. The 400 ton/day (360 t/d) mill recovered gold by a combination of gravity/amalgamation and cyanidation. Overall gold recovery averaged slightly over 98%. When the mine closed in 1966 efficiency in the gravity section had been improved to achieve as much as 60% of the total recovery.

1999-2002: In October 1999, prior to mining the first of two bulk samples, grab samples were collected from the surface exposures of the No. 5 Vein. These samples were sent to ORTECH Inc. of Mississauga, Ontario for bottle roll leach tests. The bottle roll tests were conducted on minus 8 material assaying 53.2 g/t Au, and minus 100 mesh material assaying 40.04 g/t Au. After 48 hours, 53.5% and 95.4% recoveries were achieved for the minus 8 and minus 100 mesh fractions respectively.

No. 5 Vein Crown Pillar Bulk Sample: In December 1999, a bulk sample from the No. 5 Vein crown pillar was mined and sampled, estimated to contain 9,500 tons (8,600 tonnes) averaging 0.38 oz./t Au (13.02 g/t Au) assuming a 3.0 ft. (0.91 metre) minimum mining width; cut to 1 oz./t and 25% diluted. The average grade of the resource block was determined using a weighted average 9 drill hole and channel samples located inside the block. The bulk sample was carefully mined from a small open pit, with vein material comprising an estimated 95% and wall rock dilution only 5% of the sample. The bulk sample was shipped to the St. Andrews Goldfields Ltd. 1,300 t/day CIP (carbon-in-pulp) gold process plant located at Stock Township near Timmins, Ontario for custom milling. The shipment was processed on December 21, 1999. The commercial settlement was agreed upon at a recovered grade of 16.72 g/t Au (0.49 oz./t Au).

No. 1 Vein Crown Pillar Bulk Sample: A second phase of bulk sampling was initiated in 2000. 4,427 tonnes of material (over 90% from the No. 1 Vein) were trucked to the Golden Giant mill near Hemlo, Ontario for custom milling. The custom milling flowsheet included secondary crushing, grinding, gravity concentration, leaching, CIP, stripping, electrowinning and refining. The shipment was processed between December 4 and 10, 2000. The commercial settlement was agreed upon at a recovered grade of 16.72 g/t Au (0.49 oz./t Au). Prior to accepting the Pickle Crow Property bulk sample, laboratory metallurgical tests were completed to determine if the material could be treated at the mill and if the tailings produced would have a negative environmental impact on the tailings basin. No environmental problems were noted. The test work indicated that about 40% of the gold was recoverable with a single pass gravity Knelson concentrator. The remaining gold could be easily leached with cyanidation with an optimum grind of 75% passing 200 mesh. Test work indicated that higher grinds could result in lower gold recoveries. Leach retention times of greater than 48 hours might be required. An overall recovery of 98.4% was achieved in the tests.

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No. 1 Vein Crown Pillar Bench Scale GRG & Leaching Test work: A set of five approximately 20 kg samples from the No. 1 Vein Crown Pillar bulk sample were submitted to the Knelson Research and Testing Centre (“KRTC”) in Langley, British Columbia for gravity-recoverable-gold (“GRG”) and leaching testwork. These samples were sent from the Golden Giant mine. The samples were received at the KRTC facility on July 3, 2001. The samples were weighed and logged prior to any processing. The primary objective of this test work was to quantify the gravity recoverable gold content of the ore using a standard test. The secondary objectives were to determine the average head grade of the sample and to perform cyanide leach tests on sub-samples of the final tails. A KC-MD3 laboratory scale Knelson Concentrator was utilized for the GRG test work.

The procedure used for the KC-MD3 stage test was as follows:

	•	The samples were sorted by time and date into lots of approximately 20 kg.

	•	Each sample was screened at 10 mesh prior to the first pass through the KC-MD3 in order to prevent plugging. The oversize was saved and subsequently added into the first grind.

	•	The ~20 kg test samples were processed through a 3” Laboratory Knelson Concentrator at a fluidization water flow rate of ~3.5 litres/min and at 60Gs.

	•	During the test, sub-samples of the tailings stream were collected for assays.

	•	At the end of the concentration stage, the concentrate was washed from the inner cone of the KC-MD3.

	•	The concentrate was panned to produce a pan concentrate and pan tailings (middlings) sample.

	•	The concentrate and tailings samples were labelled, dried, weighed and sent to an independent local lab for assaying.

	•	The tailings were re-ground two more times and steps 3 to 6 were repeated after each grind.

	•	During the final stage, an additional 2 kg sample of the tails was sub-sampled, dried and sent for cyanide leach test work.

	•	The remaining tails samples are being stored at the test facility.

This testing scheme is based on the philosophy that progressive size reduction allows the determination of gold liberated at finer grinds without over-grinding and smearing coarse gold present in the initial sample.

Results indicate that the No. 1 Vein crown pillar samples have a very high gravity-recoverable gold content of 91.2% with a back-calculated head grade of 20.0 g/t Au. The overall mass pull to the concentrate was 1.4% . The results indicate that the gold is fairly liberated in this particular material and is readily recoverable. Visible gold was observed in all final concentrate samples.

Cyanide leaching was performed on sub-samples of the final GRG test tails.

The gold recoveries from leaching ranged from 93.5% to 95.4% . When the leach recoveries are combined with the gravity stage recoveries, the overall recoveries exceed 99% for all samples. The final tailings assays were very low ranging from 0.09 to 0.11 g/t Au. Based on the encouraging bench scale GRG test results on the No. 1 Vein crown pillar it was decided to commission the construction of a 225 tonne per day (~250 t/d) extreme gravity gold mill at Pickle Crow.

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The concept of “extreme gravity” is a series of innovations that have resulted in a reintroduction of gravity recovery systems into the milling operations of most gold mines. Traditionally, most gold milling circuits are designed around flotation and cyanidation requirements, with the gravity circuit being fit in where possible. Extreme gravity takes the approach of optimizing the circuit in order to maximize recovery by gravity. In some cases gravity systems can achieve high enough recoveries to eliminate the need for chemical systems such as cyanidation and flotation.

The benefits of extreme gravity include relatively low capital costs compared to conventional gold mills, reduced permitting, short project lead time, and much reduced environmental issues with no use of cyanide or other chemicals. In addition small plants can be modular and easily moved between locations.

Pickle Crow Tailings Bench Scale GRG & Leaching Test work: In September 2001, a composite sample from Tailings Area 1 was submitted to Lakefield Research of Lakefield, Ontario for cyanide leach test work. The sample, a blend of oxidized (10%) and unoxidized (90%) tailings, was leached for 48 hours. In May-June, 2002, a set of two approximately 8 kg composite samples from Tailings Area 3 were subjected to ‘gravity recoverable gold’ and cyanide leach test work. Composite A was made up of auger drill hole sample material assaying >0.3 g/t Au and composite B material assaying <0.3 g/t Au. The GRG test work was performed by the Knelson Research and Testing Centre in Langley, British Columbia and leach tests were conducted at Accurassay of Thunder Bay, Ontario.

We have completed no additional metallurgical test work as of this date.

Mineral resource estimates

The resource estimate in the Pickle Crow Technical Report represents the first mineral resource estimate on the Pickle Crow Property that was completed in accordance with NI 43-101. The Pickle Crow project resource estimate is divided into three distinct areas within the core mine trend comprising three mineralization styles, high grade narrow veins, iron formation-hosted and alteration-shear zone-hosted gold mineralisation.

The mineral resources were estimated using kriging, where variograms could be modelled, and inverse distance cubed interpolation elsewhere. Based on the use of historic drilling and the somewhat imprecise modelling of the underground workings, the resources have been classified as inferred under the CIM guidelines. The resources were reported using a Whittle optimized pit shell or at underground cut-off grades.

The resulting estimate of inferred mineral resources for the Pickle Crow project is presented in Table A below.

Table A - Estimated Inferred Mineral Resources for the Pickle Crow Project

Pickle Crow Mine	Category	Grade (g/t Au)	Tonnes	Contained Ounces	Cut-off Grade (g/t Au)	Percentage of Total Ounces
Total	Underground	5.4	6,522,000	1,136,000	2.25*	90
Total	Open Pit	1.1	3,628,000	126,000	0.35	10
Grand Total		3.9	10,150,000	1,262,000

* Represents a combination of potentially bulk mineable underground resources (2.0 g/t Au cut-off) and cut-and-fill underground resources (2.8 g/t Au cut-off, with vein intersections diluted to a minimum of 1 m).

Notes:

	1.	The mineral resource estimate is entirely classified as inferred mineral resources.

	2.	CIM Definition Standards were followed for mineral resources.

	3.	The cut-and-fill (high-grade vein) underground component of the mineral resource has been estimated at a cut-off grade of 2.8 g/t Au over a minimum width of 1 m. Vein widths less than 1 m were diluted to 1 m prior to application of the 2.8 g/t Au cut-off grade. Grade and tonnes for the cut-and-fill component of the mineral resource are reported as diluted grade and tonnes.

	4.	The long-hole bulk underground (moderate-grade) component of the mineral resource has been estimated at a cut-off grade of 2.0 g/t Au.

	5.	The open pit (low-grade) component of the mineral resource has been estimated at a pit discard cut-off grade of approximately 0.35 g/t Au, using a preliminary Whittle pit shell to constrain the resource estimate and other assumed pit parameters.

	6.	The open pittable mineral resource extends to a depth of approximately 150 m below surface. Only mineralization located within the pit shell has been reported at open pit cut-off grades.

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	7.	The mineral resource has been estimated using a gold price of US$1,100/oz.

	8.	High-grade assays have been capped. Each domain was capped with respect to their unique geology and statistics. Caps for cut and fill (high-grade vein) underground resources range from 35 g/t to 145 g/t Au.

	9.	Specific Gravity (bulk density) of 3.14 t/m³was used for BIF and 2.70 t/m³was used for veins.

	10.	The mineral resource was calculated via block model. Three dimensional wireframes were generated using geological information. A combination of kriging and inverse distance estimation methods were used to interpolate grades into blocks of varying dimensions depending on geology and spatial distribution of sampling.

	11.	Mineral resources that are not mineral reserves do not have demonstrated economic viability. There is currently insufficient exploration to define these inferred resources as an indicated or measured resources and it is uncertain if further exploration will result in upgrading them to an indicated or measured resource category.

	12.	Mineral resources have been adjusted for mined out areas. Small rib and sill pillars around old stopes have not been considered.

	13.	Numbers may not add due to rounding.

Considering that a combination of current drilling, historic drilling and underground chip samples were used in the resource estimation, no particular common sample grid exists. There also exists a known minor error in terms of sample location and the accuracy of the digitized underground workings. However, even though these known inaccuracies exist, the grade and tonnage discrepancy caused by this margin of error is within reasonable doubt for an inferred resource and the estimate is reported as such.

Recent activities

In November 2016 we commenced a diamond drilling program at our Pickle Crow Project with a focus on identifying new high-grade vein gold mineralization. In February 2017, we announced the results of this exploration drilling program. A total of nine holes comprising approximately 1,300 m were drilled.

The drill program targeted several shallow, high-grade vein and banded iron formation hosted targets in the core mine trend. The objective of the program was to test extensions of known vein zones and discover new high-grade gold mineralization.

Highlights of Fall 2016 Drilling at Pickle Crow:

	•	Hole PC-16-306 intersected 1.28 g/t over 12.70 m including 15.14 g/t over 0.70 m in the middle vein zone of the No. 15 Vein.

	•	Visible gold was intersected in Hole PC-16-306 in the lower vein zone of the No. 15 Vein.

Gold mineralization was encountered in seven of the nine drill holes and visible gold was intercepted in the lower most vein zone of the No. 15 Vein structure. A 0.30 m section of drill core from the lower vein zone which included the visible gold was not assayed as it was retained for display purposes, hence the reported intercept of 1.15 g/t gold over 8.19 m excludes this interval and the 0.30 m section was included at zero grade.

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Drill Hole Intercepts from Fall 2016 Drilling at Pickle Crow:

Hole ID	Area	Description	From (m)	To (m)	Interval (m)	Au g/t
PC-16-302	Shaft 3 (No. 19 Vein up dip)	No Significant Assays
PC-16-303	Shaft 3 (PC-103-083 Vein up dip)	No Significant Assays
PC-16-304	Albany (PC-09-051 Vein)	Shear zone	106.5	107.0	0.5	1.57
PC-16-304		Zone, QFP	129.0	135.7	6.7	0.36
PC-16-304		Including	133.5	134.7	1.2	1.18
PC-16-305	Albany (PC-09-051 Vein)	Zone, Vein	53.3	53.8	0.5	1.62
PC-16-305		Zone, QFP & MV	125.6	149.4	23.8	0.53
PC-16-305		Including	137.1	140.1	3.0	2.53
PC-16-305		Zone, QFP	160.9	162.0	1.1	0.71
PC-16-306	No. 15 Vein	Upper No. 15 Vein	71.3	78.0	6.7	0.59
PC-16-306		Including	74.3	75.0	0.7	3.53
PC-16-306		Middle No. 15 Vein	82.0	94.7	12.7	1.28
PC-16-306		Including	83.2	84.4	1.3	1.20
PC-16-306		Including	88.8	89.5	0.7	15.14
PC-16-306		Including	92.0	93.0	1.0	1.72
PC-16-306		Lower No. 15 Vein	110.4	118.6	8.2	1.15
PC-16-306		Including	113.0	114.0	1.0	2.66
PC-16-306		Including	116.0	117.8	1.8	2.63
PC-16-307	Crowshore	Zone, BIF	34.7	37.2	2.5	0.34
PC-16-307		Shear zone	96.4	98.0	1.6	0.51
PC-16-307		Shear zone	101.9	103.3	1.4	0.70
PC-16-308	Crowshore	Zone, BIF	20.1	21.4	1.3	0.28
PC-16-309	No. 15 Vein	Upper No. 15 Vein	86.6	90.1	3.5	0.14
PC-16-309		Shear zone	106.1	108.6	2.5	0.58
PC-16-309		Shear zone	115.0	121.4	6.4	0.12
PC-16-310	Sawmill Vein	Zone, BIF	37.5	42.0	4.5	1.34
PC-16-310		Zone, BIF	49.0	52.5	3.5	0.34

All assays were performed by Accurassay Laboratories of Thunder Bay, Ontario. Samples were analyzed by using 50 g fire assay with an atomic absorption finish. Samples greater than 10 g/t or with visible gold were analyzed by 1,000 metallic analysis with a gravimetric finish. All assays reported are uncut. Reported widths are drilled core lengths, and true widths are unknown at this time. Accurassay Laboratories is independent of First Mining and has no relationship with First Mining.

QA/QC Procedures

NQ diameter (47.6 mm) drill core was logged then sawn in half on-site, with one half bagged and labelled and the other half placed in core boxes to serve as a permanent record and stored in a secure on-site facility. All samples were shipped from the site via Manitoulin Transport to the Accurassay Laboratories facility in Thunder Bay, Ontario, for crushing, pulverization and pulp preparation. Accurassay Laboratories is independent of First Mining and has no relationship with First Mining.

All samples sent for analyses were prepared using a jaw crusher, which is cleaned with compressed air between samples, resulting in 70% of the sample passing through a 10 mesh screen. A 1,000 g split of the crushed sample was then pulverized with 85% passing through a 200 mesh screen. Fire assays were performed using 50 g of sample with assays equal to or greater than 5 g/t calculated gravimetrically, and lower grade samples measured by atomic absorption (AA). All samples greater than 10 g/t were additionally sent for screen metallics analysis using the remainder of the pulp (~950 grams of sample). Blanks, standards (one high-grade, one mid-grade, and one low-grade), field duplicates (1/4 split cores), and crush duplicates were inserted into the drill core samples sequentially, at least every 8^th sample, before shipment. Standards consisted of a high-grade (~13 g/t Au), a mid-grade (~5 g/t Au), and a low-grade (~1 g/t Au) gold standard from Geostats Pty. Ltd. of Fremantle, Western Australia, as well as blanks from Nelson Granite of Kenora, Ontario.

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Hope Brook

Technical report

This description of the Hope Brook Property project (the “Hope Brook Project”) is based on the project’s technical report: 2015 Mineral Resource Estimate Technical Report for the Hope Brook Gold Project, Newfoundland and Labrador, Canada (effective date January 12, 2015, report date November 20, 2015) (the “Hope Brook Technical Report”). The report was prepared for us in accordance with NI 43-101, by or under the supervision of Michael P Cullen, P.Geo.; a qualified person within the meaning of NI 43-101. The following description has been prepared under the supervision of Chris Osterman, P.Geo. who is a qualified person within the meaning of NI 43-101, but is not independent of us.

The conclusions, projections and estimates included in this description are subject to the qualifications, assumptions and exclusions set out in the Hope Brook Technical Report, except as such qualifications, assumptions and exclusions may be modified in this AIF. We recommend you read the Hope Brook Technical Report in its entirety to fully understand the project. You can download a copy from our SEDAR profile (www.sedar.com), or from our website (www.firstminingfinance.com).

Property description, location and access

The Hope Brook Project is located on the southwest coast of the island of Newfoundland, in the province of Newfoundland and Labrador, Canada. It is comprised of a core holding of 993 contiguous exploration claims acquired through map staking and issued in 2003 and 2008. This main property covers 24,825 ha of surface area and measures approximately 32 km by 12 km in maximum east-west and north-south dimensions, respectively. Constituent claims are held under 7 separate licenses and the property is approximately centered on the past-producing Hope Brook gold mine, located at Latitude 47.738° north and Longitude 58.095° west. An additional 63 claims (1575 ha) are held by us in the Peter Snout area, approximately 25 km northeast of the Hope Brook deposit and 10 claims (250 ha) in the Cross Gulch area, approximately 6 km north of the deposit. These were staked in late 2013 and early 2015, respectively, to cover areas of exploration potential defined through review of government assessment reporting records.

The Hope Brook Project is located approximately 85 km by water east of the community of Port aux Basques and is not accessible by any form of highway transportation at this time. Direct site access to the Hope Brook Project can be gained by chartered boat from either the Burgeo or Port aux Basques areas and could also be gained through small boat charter from La Poile, after travel to that community on the coastal service vessel. The most efficient means of current access to the property is by charter fixed wing aircraft or helicopter from commercial bases in the Deer Lake- Pasadena area, approximately 120 km to the north.

Coastal Gold earned a 100% interest in 993 claims of the original Hope Brook Project property by fulfilling requirements of an option to purchase agreement dated January 25, 2010.

As of the date of the Hope Brook Technical Report, two exploration permits by the government of Newfoundland and Labrador were required for bedrock core drilling and vibracore tailings drilling programs as well as geochemical and geophysical surveys, valid until April 15, 2015 and June 17, 2015, respectively. It is anticipated that new permits will be required if we chose to initiate certain site-based aspects of the Phase I or Phase II work programs recommended in the Hope Brook Technical Report. In addition, the License to Occupy for the Hope Brook exploration camp was being reviewed by government at the effective date of the Hope Brook Technical Report, with timely issuance expected. No substantive difficulties have been encountered to date with respect to procurement of required Exploration Permits and camp occupancy permissions.

A 2% net smelter returns royalty payable applies under terms of a royalty pre-payment schedule of $20,000 per year. All royalty pre-payment funds provided under the agreement are to be accounted for against future production. We retain a right during the term of the agreement to purchase one half of the 2% NSR royalty for $1,000,000.

Annual work requirements for each claim are set out under the province’s Mineral Act and range from $200 per claim in year one to $1,200 per claim in years 16 through 20. In addition, a renewal fee of $25 – $100 is payable for each claim on a five year basis.

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As part of the 2011 work program a screening level assessment of baseline environmental conditions was carried out at the Hope Brook Property. Results of this study showed that a number of chemical impacts that are residual to the former mining operation are present locally. These include elevated metal levels in soil, sediment and water as well as elevated petroleum hydrocarbon levels in soil. The most significant liabilities were deemed to be associated with subsurface conditions where impairment to both soil and groundwater had occurred around existing landfill sites, the heap leach pad, and within the underground mine workings. All of these conditions pre-date Coastal Gold site activities and therefore we are excluded from associated liability. However, if a new mining venture is established at this site it will be necessary to fully quantify the potential impacts of such conditions on site development, mining and site decommissioning and reclamation plans for the new operation. All such issues would be dealt with under the mine permitting and associated environmental approval processes.

History

Documentation of Hope Brook Project area’s history of exploration and mining spans the period between 1923 and the present day, but modern programs directed toward assessment of gold potential and related mining have only occurred since discovery of the Hope Brook gold deposit in 1983.

Programs of deposit definition drilling, resource estimation, metallurgical assessment and feasibility assessment were completed for the Hope Brook deposit between 1984 and 1986 and a production decision was announced in 1986. The deposit was subsequently developed and mined during the period of 1987 through 1991. The production decision appears to have been supported by initial resources of 11.2 million tonnes grading 4.54 g/t Au above a 2.5 g/t Au cutoff (~1.6 million troy ounces) that were reported. Additionally, the same tonnage and gold grade was separately reported for the deposit but additionally specified a 0.3% copper parameter.

Mining from both open pit and underground operations was ultimately carried out between 1987 and 1997. Provincial government records document production of 304,732 ounces of gold during the 1987-1991 period from all operations. Difficulties with elevated cyanide and copper levels were encountered in processing plant effluent during the operating period and this may have contributed to cessation of mining and milling in early 1991.

During the 1987-1991 mining period, detailed exploration focus was largely restricted to the mine area and adjoining advanced argillic alteration zone (“AAZ”) areas to the southwest, with particular attention paid to assessment of possible strike and dip extensions of the main deposit.

From 1991 to mid-1997, underground mining at the site was carried out. Operations ceased in mid-1997. Production of 447,431 ounces of gold was recorded during the 1992-1997 period. Re-assessments of past exploration programs was carried out in both the mine area and surrounding district and follow-up exploration on several promising areas not associated with the AAZ and the Hope Brook deposit trend was completed. No substantial new discoveries were made during this period.

During the period 2002 through 2007 the provincial government carried out environmental assessment and reclamation programs at the Hope Brook mine site. No mining activities have been carried out subsequent to those of carried out from 1991 to 1997.

No drilling-based exploration programs were completed on the Hope Brook Project through the period 1997 through 2007. However, in 2003 mine area exploration holdings were staked by related entities.

Beginning in 2008, an airborne magnetometer and electromagnetic survey of the entire property was carried out, past drilling results were compiled, prospecting was carried out and an extensive bedrock sampling program was completed. Sampling was substantially focused in an area immediately northwest of the Hope Brook open pit where alteration zone and silicified zone units occurring structurally below the mined Hope Brook deposit had been exposed during removal of acid generating waste rock during the site reclamation program. No substantial new discoveries resulted from any of this work.

Since the start of exploration work in 2010, Coastal Gold carried out programs of drill core physical properties investigation, ground geophysics, environmental screening, data compilation, data validation, core drilling, vibracore tailings drilling, bedrock and tailings mineral resource estimation, metallurgical assessment and general property evaluation.

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From April 2010 through December 2014, Coastal Gold completed systematic gold exploration programs, primarily focused in the area surrounding the past producing Hope Brook mine.

Geological setting, mineralization and deposit types

The Hope Brook Property occurs within a tectonically complex zone that has been interpreted by some to occur within the Avalon Zone of the Appalachian Orogen (or a related Avalon Composite Terrane), near its generally east-west trending tectonic contact with adjacent rocks of the Dunnage Zone. The Avalon Zone represents a late Neo-Proterozoic assemblage of active plate margin sequences that accumulated prior to development and closure of the Lower Paleozoic Iapetan Oceanic system. Sequences of Avalonian affinity occur throughout much of the Appalachian Orogen, and extend from the Avalon Peninsula and southwest coast areas of Newfoundland, through Nova Scotia, New Brunswick and northern New England. From that point southward, more discontinuously distributed outcropping segments occur as far as northern Georgia and subsurface extensions are interpreted to be present in Florida. Onshore exposures of confirmed Avalon Zone affinity are limited in comparison with its interpreted width of at least 600 km in the eastern offshore area of Newfoundland and Labrador.

The geological aspects of the Avalon Zone, particularly in context of magmatic history represented in the Newfoundland, consist of four major tectono- stratigraphic events. Most significant of these from the perspective of magmatic activity is the period when substantial volumes of volcanic and plutonic rocks evolved under back-arc or continental arc settings, sometimes in broad association with terrestrial or marine siliciclastic sequences. These are related in time with development of auriferous, high level hydrothermal alteration systems along the entire length of the Avalon Zone and the Hope Brook gold deposit may be an example of this metallogenic association.

The Hope Brook gold deposit and associated AAZ are of primary importance with respect to the Hope Brook Project. However, several other bedrock gold occurrences are present within the Hope Brook Project that differ from Hope Brook. The most prominent examples of such are those in the Old Mans Pond, Phillips Brook and Cross Gulch areas. Each of these areas has been investigated through historic exploration programs that typically included geological, geophysical and geochemical surveys, surface trenching and limited amounts of core drilling. Drilling has locally confirmed subsurface gold-bearing intervals in each area but mineralized zones of economically significant proportions have not been defined to date. The Hope Brook style of mineralization is considered to be most important. The Hope Brook gold deposit is a large, disseminated gold-chalcopyrite-pyrite deposit hosted by highly altered sedimentary and volcano-sedimentary rocks of the late Proterozoic Whittle Hill Sandstone and Third Pond Tuff successions, similarly altered felsic porphyry dikes and sills related to the Roti Intrusive Suite and variably altered later mafic dikes and sills. Zones hosting gold mineralization of economic interest typically bear evidence of intense silicification and occur within the AAZ, a broad envelope of advanced argillic alteration that can be traced for up to 8 km southwest of the deposit.

The Hope Brook gold deposit is currently one of the largest gold deposits in the Canadian Appalachians, based on historic resources and production. As noted earlier, it occurs within a zone of extensive AAZ hosted by late Proterozoic sedimentary, volcanic and intrusive rocks. Recent work by Coastal Gold has added to the technical documentation of alteration and mineralization that characterize the deposit. Intense hydrothermal alteration and spatially associated silicification have been identified as key components of the mineralizing system that gave rise to the deposit. However, differences exist with respect to interpreted placement of the Hope Brook mineralizing system in the time/space context of the orogeny and some of these bear directly on deposit classification.

In addition to the Hope Brook deposit, several gold occurrences associated with Silurian or younger sericitic alteration, quartz veining and silicification have also been documented within the Hope Brook Project area. None of these is substantial in size or gold grade as presently defined, but spatial association with the large Bay d’Est Fault or its secondary splays, and possibly with Silurian magmatic activity, indicates that potential for more significant mineralization is present.

Exploration

No new exploration work has been undertaken to date by us on the Hope Brook property. The Hope Brook Technical Report and associated mineral resource estimate review reflect the first NI 43-101 technical reporting by us for the Hope Brook property.

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Drilling

Between September 2010 and October 2013, Coastal Gold completed in five separate drilling programs 139 diamond drill holes and drill hole extensions on the Hope Brook Property that total 39,320.4 m of drilling.

Coastal Gold completed 10 surface diamond holes totalling 3,421.9 m in length between September 2010 and January 2011 which successfully confirmed the presence of disseminated gold-chalcopyrite-pyrite mineralization hosted by highly silicified sedimentary and volcano-sedimentary rocks both at depth, below the 4800 level of historic mining, and at surface to the southwest of the historic open-pit. An exploratory drill hole targeting mineralization along the northeast extension of the mine at depth returned no significant results and an exploratory drill hole targeting the 240 Zone caved short of the target.

Another surface drilling campaign was completed between February 2011 and December 2011 that consisted of 67 holes totalling 21,350.5 m. The program was successful in demonstrating continuity of disseminated gold-chalcopyrite-pyrite mineralization hosted by highly silicified volcano-sedimentary rocks in all three targeted areas of drilling and provided the drill hole density required for resource estimation.

Between February 2012 and May 2012 Coastal Gold completed a surface drill program that consisted of 15 holes, re-drills and hole extensions totalling 4,549 m in length. This program focused on confirming the locations of workings and major pillars in the mine area, further testing of the Southwest Extension target area and preliminary testing of the Northeast target area.

The fourth Hope Brook drilling program by Coastal Gold began on November 3, 2012 and was completed on December 21, 2012. A total of 5,923.9 m of drilling in twenty-one drill holes were completed. Six separate targets areas, along a 3.4 km long mineralized trend, were drilled during the program including the Stope 4960-150, the 240 Zone – Mine Zone Connector Target, the Chetwynd Prospect and the Chetwynd South Prospects, the Chetwynd to 240 Connector Target and the NW Target Area. The drilling was completed in these areas in order to continue to expend on the area of known gold mineralization outside of the current Hope Brook Deposit area.

The fifth drill program at the Hope Brook Property began on August 9, 2013 and was completed on October 10, 2013. A total of 4,075.2 m of drilling in twenty-six drill holes were completed. The drill program was designed to test two major target areas; the Footwall Target and SW Pit Extension Target.

A systematic vibracore tailings drilling program on two tailing ponds at the Hope Brook site was carried out during the September through October period of 2013 and a total of 73 vibracore drill holes totalling 155 m were completed on an approximate 100 m square grid over the two tailings ponds. The purpose of the program was to evaluate the thickness and gold grade of the tailings and to provide sufficient data to support a NI 43-101 compliant mineral resource estimate of the contained gold and copper. Of the holes completed, 51 successfully sampled tailings, with thicknesses of the tailings sections ranging from 0.3 to 6.0 m. Average thickness of cored tailings was 3.0 m.

Sampling, analyses and data verification

Coastal Gold staff members were responsible for arranging transport of core boxes from the drilling sites to the company’s secure core storage and logging facility located at the Hope Brook camp. The core was initially examined by core technicians and all measurements are confirmed. Core was then aligned and repositioned in the core box where possible and individual depth marks are recorded to facilitate logging. Core technicians photographed all core, measured core recovery between core meterage blocks, carried out water immersion specific gravity measurements as required and recorded information on hard copy data record sheets that were then entered into the project drilling database.

All paper copy and digital information for each hole, including quick logs, sample record sheets and assay certificates were maintained in a secure filing system at the site to provide a complete archival record for each drill hole. Digital information was stored on a local server as well as on the company’s secure off-site server that was accessible by satellite link from the camp facility. Subsequent to logging and processing, down hole lithocoded intervals, sample intervals and drill hole collar and survey information that were entered into the digital database were checked for completeness before being uploaded to the project database upon which drilling section generation and three dimension deposit modeling were based.

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The secured plastic sample bags were grouped in batches 40 to which QA/QC program samples were added prior to final packing for shipment to the ALS preparation laboratory in Sudbury, ON. Samples were transported from the site by aircraft or chartered boat and then delivered to a commercial transport service for final delivery to the laboratory. Sample shipment change of custody forms were used to list all samples in each shipment and laboratory personnel crosschecked samples received against this list and reported any irregularities by fax or email to Coastal Gold.

Primary project analytical work was completed by ALS with preparation taking place at ALS’ Sudbury, ON facility and subsequent analysis at the facility in Vancouver, BC. ALS is an internationally accredited laboratory with National Association of Testing Authorities certification and also complies with standards of ISO 9001:2000 and ISO 17025:1999. The laboratory utilizes industry standard analytical methodologies and rigorous internal Quality Assurance and Quality Control (“QA/QC”) procedures for self-testing.

All Hope Brook Project core samples were weighed upon receipt at the ALS preparation laboratory and prepared using ALS preparation procedure PREP-31B that consists of crushing the entire sample to >70% -2 mm, then splitting off 1 kg and pulverizing it to better than 85% passing 75 microns size. The coarse reject materials from this processing were stored for future use.

Gold concentrations for submitted core and rock samples were determined by ALS using a 50 g sample split and fire assay pre-concentration methods followed by atomic absorption spectroscopy finish (FA-AAS). This is reflected in ALS code Au-AA24. A 33 element analysis was also completed on selected samples by method code ME-ICP61 which denotes four acid digestion followed by inductively coupled plasma – atomic emission spectroscopy (ICP-AES) analysis.

Drill core sampling carried out by Coastal Gold during the September 2010 through July 2012 period on the Hope Brook Property was subject to a QA/QC program administered by Coastal Gold. This included submissions of blank samples, use of certified reference materials and analysis of pulp and coarse reject check sample splits at a third party commercial laboratory.

The 2012 piston sampling program and 2013 vibracore drilling program of historic Hope Brook Property mine tailings deposits were also subject to a systematic QA/QC program carried out by Coastal Gold.

All of the drill core programs for the period from October 2012 through to November 2013 were subject to essentially the same QA/QC protocols as had been applied to the earlier core drilling campaigns referred to above. This included systematic submission of blank samples, use of certified reference materials and analysis of pulp and, for core, coarse reject check sample splits at a third party commercial laboratory. Results of both the in-house and laboratory quality control and assurance analyses were monitored by Coastal Gold on an on-going basis and were also made available for review by Mercator Geological Services Limited (“Mercator”). A QA/QC protocol was also established for the vibracore drilling program and this included systematic analysis of certified reference materials, duplicate sample splits, blank sample materials and analysis of third party pulp split check samples.

The drill core samples were packaged in batches of 40 samples, which included one blank sample (10^th sample), one pulp duplicate (20^th sample), one certified reference material sample (30^th sample) and one coarse reject duplicate sample (40^th sample). ALS provided primary analytical services for the project while pulp duplicate (20^th sample) and coarse reject duplicate (40^th sample) splits were analyzed at SGS to provide independent laboratory check sample data sets. SGS is a commercial, ISO certified laboratory independent of Coastal Gold.

After standard crushing and pulverization of bedrock core samples, gold analysis was by atomic absorption methods after fire assay pre-concentration and multi-element determinations were by inductively couple plasma - optical emission spectroscopy methods after four acid total digestion. One certified reference material sample and one blank sample were included in the core sample shipment. The tailings samples were separately processed from the core samples and were also accompanied by one certified reference material sample and a blank sample. Results of the QA/QC program for these samples were acceptable.

Core sample records, lithologic logs, laboratory reports and associated drill hole information for all drill programs completed were digitally compiled by Coastal Gold staff and made available for previous resource estimation purposes. Information pertaining to the exploration history in the property area had already been compiled by Mercator and was reviewed in conjunction with newly generated records to assess completeness, consistency and validity of compiled results. This progressively compiled and validated information is acceptable for resource estimation purposes.

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Database records for previously validated historic drill holes were modified by Coastal during 2013 through addition of copper analytical data recovered from archival records. All such amendments were checked against source documents by Mercator and through spot checks by AGP prior to use in the current resource estimation program and no errors were noted.

In addition to the above, records for 47 new diamond drill holes completed by Coastal Gold during 2012 and 2013 were reviewed and validated by Mercator for addition to the project database and used in the previous and current resource estimation programs. Digital records were checked against original source documents provided by Coastal Gold and both consistency and accuracy of such records were assessed. Parameters reviewed in detail include collar coordinates, down hole survey values, hole depths, sample intervals, assay values and lithocodes. All 47 of the 2012 and 2013 holes completed by Coastal Gold were checked for correlation of sample interval, assay value and lithocode information against source documents. This review showed consistently good agreement between original records and digital database values for all data sets.

In 2013, Coastal added 152 historical short core holes (“OP” series holes) to the project database. These holes have not been validated by Mercator and were excluded from use in the previous and current resource estimates. After completion of manual checking procedures, all drill hole database records were further assessed through digital error identification methods available through the Gemcom-Surpac Version 6.2.1® software. This provided a check on items such as sample record duplications, end of hole errors, survey and collar file inconsistencies and some potential lithocode file errors. The digital review and import of the manually checked datasets provided a validated drill hole database to support the resource estimation program described in the Hope Brook Technical Report.

Coastal Gold completed several core drilling holes during the 2010-2011 drilling programs to serve as twins to historic holes. These were typically planned to provide more complete lithological and assay information for associated historic holes and to provide a basis for comparison of the historic datasets with Coastal Gold data. For the purposes of the Hope Brook Technical Report, 12 Coastal Gold holes that were completed in sufficiently close proximity to historic holes to provide such assessment were selected for comparison with the Coastal Gold data.

For assessment purposes, Mercator reviewed drill log lithocodes and gold assay entries for hole pairs to determine the level of consistency between the two datasets. Assessment of lithocodes focused primarily on identification of important silicified zone intervals associated with gold mineralization and secondarily on logged intervals of mafic dike material. Comparison of the assay data on a sample by sample basis was not typically possible due to either spatial separation of hole traces, differing sample lengths or presence of non-sampled intervals in some holes. Comparison of lithocoded intervals between hole pairs showed that good correlation between data sets exists. However, greater detail in silicic lithocoding characterises the historic dataset prior to re-coding by Coastal Gold.

As noted above, comparison of assay values between hole pairs was affected in some instances by presence of un-sampled intervals within the historic holes that contrast to continuously sampled Coastal Gold intervals, by differing mafic material percentages and by differing interpreted assay zone widths. Mercator focused on gold assay data within the gold-bearing silicified zone lithologic units and created weighted average intervals to support comparison. Results of this program for the 12 holes considered showed that spatial definition of the gold zones based on assay boundaries is typically consistent between hole pairs and this is reflected in generally comparable intercept lengths selected.

The weighted average Coastal Gold data set results are typically higher than equivalent intervals in historic holes but the reverse is also seen in some cases. Mercator believes that several factors contribute to this result, including changes in mafic dike dilution between holes, higher overall core quality of the NQ and BQTK size Coastal Gold core relative to the historic BQ core, and higher overall core recovery for Coastal Gold holes in fractured intervals of the mineralized zone. Heterogeneity of primary gold distribution is also a potential contributor.

Based on results of the twin hole comparison originally carried out in support of earlier resource estimates, at the effective date of the Hope Brook Technical Report Mercator remains of the opinion that acceptable consistency exists between these hole pairs with respect to gold assay value and lithocode data sets.

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Mineral processing and metallurgical testing

Scoping level metallurgical test work on mineralized samples was first carried out for Coastal by G&T Metallurgical Services Ltd. (“G&T”) in Kamloops, BC in 2012. The objectives of that program were to evaluate potential processing routes for maximizing gold recovery and to identify operating parameters for the preliminary circuit design. Flotation test work was successful at generating a concentrate grading 28% Cu from flotation of cyanidation residue in a process similar to the historical flowsheet at Hope Brook. Gravity concentration tests indicated that between 16 and 41% of the contained gold was recoverable to concentrate by this method. Combined gold recoveries of ~86% were achieved using a flowsheet consisting of gravity concentration followed by cyanidation of the gravity tailings. Direct cyanidation of tailings resulted in up to 49% extraction of contained gold.

Additional metallurgical testing was carried out by G&T in the fall of 2013 to further advance the understanding of the metallurgy of the Hope Brook deposit. This included batch flotation test work focused on the opportunity to recover a saleable grade copper concentrate after the grinding and gravity recovery step. Scoping level test work was also carried out at Tomra Sorting Solutions in Surrey, BC to evaluate the potential of rejecting dilution material before the grinding area using sensor-based sorting. Sorting program results indicated that the mafic dyke dilution was readily distinguished from the mineralized rock using four separate detector systems, indicating that this material is highly amenable to rejection by sorting.

Mineral resource estimates

The mineral resource estimate for the Hope Brook Project is based on a three dimensional block model developed using Geovia – Surpac Version 6.1.1® deposit modeling software and a matrix size of 10 m (X) by 5 m (Z) by 3 m (Y). Grade interpolation utilized multiple pass ordinary kriging methodology with an inverse distance squared check model used for validation. Classification of the resource followed the approach used in the 2014 NI 43-101 mineral resource estimate and was based primarily on interpolation pass number, distance to the closest informing assay composite and kriged variance. The 3 g/t Au cut-off value used is substantially higher than cut off values of Coastal Gold’s previous mineral resource estimates that were focused on optimization of open pit mining scenarios. Current mineral resources are considered to have reasonable potential for economic viability based on application of underground mining methods, historic gold recovery levels that range between 80% and 91% percent for past production (86% for Coastal Gold testing) and a long term gold price of US$1,200 per ounce. This estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, metal pricing, marketing, or other relevant issues.

Hope Brook Deposit Mineral Resource Estimate – Effective January 12, 2015

Gold Grade Cut-off (g/t)	Resource Category	Round Tonnes (Rounded)	Gold Grade (g/t)	Gold Ounces (Rounded)
3.00 g/t	Indicated	5,500,000	4.77	844,000
3.00 g/t	Inferred	836,000	4.11	110,000

Notes:

	1.	Includes only Mine Zone and 240 Zone areas.
	2.	The above mineral resource estimate is based on a partial percentage block model with dike material removed. Dike percent is estimated at 18% for the Mine Zone and 0 % for the 240 Zone.
	3.	Gold grades reflect application of domain-specific raw assay capping factors that range between 55 g/t Au and 3 g/t Au.
	4.	Rounding of tonnes as may result in apparent differences between tonnes, grade and contained ounces.
	5.	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, metal pricing, marketing, or other relevant issues.
	6.	The gold cut-off value of 3.00 g/t reflects a reasonable expectation of economic viability based on application of underground mining methods, historic gold recovery levels that range between 80% and 91% percent for past production (86% for Coastal Gold testing) and a long term gold price of US$1,200 per oz.

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Non-material properties

We also hold a number of non-material mineral properties as part of our mineral bank portfolio. Some of these properties are resource-stage assets which have NI 43-101 technical reports that support resources of less than one million ounces of attributable gold. Others are grassroots exploration projects that host mineralization but have not had sufficient drilling on them to classify resources under the CIM definition standards. A brief summary of these properties is set out in this section.

Canada

Duquesne Gold Project, Québec

We acquired a 100% interest in the Duquesne Gold project located in the Abitibi Region of Québec (the “Duquesne Project”) through our acquisition of Clifton Star in April 2016. The Abitibi Region of Québec is one of the most prospective and productive mineral regions in Canada with more than 100 years of continuous mining history and hosts a number of major Canadian mines.

The property, which comprises 55 contiguous mining claims and one mining concession, covers an area of 936 hectares and is situated along the Destor-Porcupine Break, which boasts historical production of 192 million oz. Au. It is approximately 30 km northwest of the city of Rouyn-Noranda, and approximately 16 km east of the town of Duparquet, so it has excellent access to infrastructure and a skilled labour pool.

The Duquesne Project hosts an NI 43-101 Indicated Resource of 1.9 Mt grading 3.33 g/t Au, containing 199,000 oz. Au, and an Inferred Resource of 1.6 Mt grading 5.58 g/t Au, containing 281,000 oz. Au. The technical report in support of these resources, entitled “43-101 Technical Report Resource Estimate of the Duquesne Gold Property”, was prepared in accordance with NI 43-101 and was filed on SEDAR by Clifton Star on October 28, 2011 under its SEDAR profile.

Pitt Gold Project, Québec

We purchased a 100% interest in the Pitt Gold project located in the Abitibi Region of Québec (the “Pitt Project”) from Brionor in April 2016. The property, which comprises 24 contiguous mineral claims, covers an area of 384 hectares.

The Pitt Project is close to our Duquesne Project, and to the Duparquet Gold Project located in the Abitibi Region of Québec (in which we hold an indirect 10% interest). It is approximately 35 km north of the city of Rouyn-Noranda, and approximately 7 km east of the town of Duparquet, so it has excellent access to infrastructure and a skilled labour pool.

The Pitt Project hosts an NI 43-101 Inferred Resource of 1,076,000 tonnes grading 7.42 g/t Au (at a cut-off grade of 3.0 g/t Au), containing 257,000 oz. Au. The technical report in support of these resources, entitled “NI 43-101 Technical Report and Audit of the Preliminary Mineral Resource Estimate for the Pitt Gold Project Duparquet Township Abitibi Region, Quebec, Canada”, was prepared in accordance with NI 43-101 and was filed by us on SEDAR on January 6, 2017 under our SEDAR profile.

Duparquet Gold Project, Québec

We have a 10% interest in the Duparquet Gold Project which has a large open-pittable resource.

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Lac Virot Iron Ore Project, Newfoundland

Acquired through our acquisition of Coastal Gold, the Lac Virot Property is located near the town of Labrador City in western Labrador. We own a 100% interest in 4 map-staked licenses with a combined 225 claims covering a total area of 5,625 ha. The Lake Superior-type iron formation (“LSTIF”) occurrences of the Lac Virot area lie in the Labrador-Quebec Fold Belt or Labrador Trough, within the Sokoman Formation of the Lower Proterozoic (Aphebian) Knob Lake Group. The project is in a strategic location surrounded by four iron ore mines in the Southern Labrador Trough, and is close in proximity to power, a multi-use railway and a deep sea port. A total of 11,713 m was drilled in 42 holes during 2012 which focused on high priority targets previously outlined by a 882 km gravity survey.

Horseshoe Island Gold Project, Ontario

Acquired through our acquisition of Gold Canyon, we hold a 100% interest in the Horseshoe Island Gold Project, situated in the Archean Birch-Uchi greenstone belt, and within the prolific Red Lake Mining District of northwestern Ontario. The project is comprised of 14 claims covering 2,088 hectares. Gold Canyon previously completed an extensive MMI survey which displayed that elongate, shear-related gold anomalies are widespread and may be scattered along the entire 7 km length of the property. The surveys also produced copper and zinc anomalies in VMS favorable environments. Historic drilling has indicated the presence of nickel, platinum, and palladium in a layered gabbro intrusive. The project has a long exploration history during which time 24,138 m of drilling has been completed.

Mexico

Miranda, Sonora

The Miranda gold property consists of three claims; Miranda, Miranda 1 and La Arena covering 16,035 hectares in the Sonoran Desert within a structural corridor called the Sonora- Mojave megashear (“SMM trend”).

The SMM trend hosts several operating gold mines and deposits, some of which exceed 10 million ounces of gold such as Herradura-Dipolos in western Sonora, Mexico, and other smaller deposits; Mesquite (7 Moz. Au) and Picacho in Arizona, and Chanate, San Francisco, and La Choya in Sonora, Mexico. The Miranda property lies in the south-central part of the SMM trend, adjacent to the San Felix and El Antimonio mining districts on the south and east respectively. Miranda covers multiple prospects and gold occurrences including the inactive mines La Fortuna and El Gigio (internal claims which do not belong to First Mining). Additionally, the property exhibits structures and lithologies favorable for the development of large orogenic (mesothermal) ore deposits similar to those occurring along the SMM trend. During 2015, 151 rock chip samples were taken and analyzed with values ranging between nil and 7.29 g/t Au. Additionally, 3,486 soil samples were collected and analyzed.

Socorro, Sonora

The Socorro property was reduced and separated into fractions in 2015 subject to government approval and now consists of four claims: El Socorro Frac 1, El Socorro Frac 2, El Socorro Frac 3 and Tizoc R1 covering 35,654 hectares. It is a regional gold exploration play with dozens of pits and placer deposits with excellent potential to host both bulk open-pit, heap-leachable deposits as well as high-grade gold in high-angle structures. The southern part of the concession covers the northern extension of the El Chanate mine, while the central and northern portion cover mesothermal gold veins within a regional structure over 10 km long.

Work to date on the property includes interpretation of ASTER images mapping and initial surface reconnaissance.

During 2015, we took 53 rock chip samples on the property with values ranging from nil to 41.0 g/t Au. Additionally, 7,737 soil samples were taken and analyzed.

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San Ricardo, Sonora

The San Ricardo property consists of nine claims, two of which, San Ricardo and San Ricardo 2, cover 50 hectares and an existing small mine that was acquired by KCP through an option agreement in 2013. The remaining seven claims: Teocuitla, Teocuitla 2, Teocuitla 4, Angel, Tlaloc, Tlaloc 2 and Aztlan cover 37,350 hectares, and were staked by us between 2009 and 2011. Mineralization on the property is epithermal in nature and has not been constrained along strike or depth by drilling.

All underground workings on the San Ricardo vein system were opened up and saw sampled, and several hundred metres of trenches were excavated and sampled. Subsequently, 14 diamond drill-holes were drilled on the property to test two veins, the Santa Cruz and Mina Antigua, at shallow levels. Drill results in the Santa Cruz vein varied from minor precious metal mineralization to 2.3 m at 23.1 g/t Au, whereas the Mina Antigua vein contained 4.5 m at 100.4 g/t Ag.

During 2015, the Company took 59 reconnaissance rock samples with values ranging from nil to 33.7 g/t Au and completed a 4,993 soil samples geochemical survey.

Puertecitos, Sonora

The Puertecitos property consists of two claims, Puertecitos and Puertecitos 2, covering 9,060 hectares staked by the Company in 2009. Located 32 km southwest of the Sasabe border crossing between the US and Mexico, Puertecitos is 40 km west of our Los Tamales property and 32 km northeast of the Peñoles Los Humos deposit, a 625 Mt porphyry copper system grading 0.32% Cu. Widespread copper oxides outcrop at Puertecitos and the presence of sericite and secondary biotite in breccia fragments from dikes and pipes suggest that a porphyry system may exist under the extensive rhyolite flows on the property. In 2015, First Mining entered into an option agreement with Peñoles under which the Puertecitos property may be acquired. On August 8, 2016, Peñoles notified us of its decision to discontinue exploration on the project and consequently the option agreement was terminated.

Los Tamales, Sonora

The Los Tamales property consists of two claims, Teocuitla 5 and Teocuitla 8, which cover 3,851 hectares staked by us in 2010. Los Tamales is a porphyry copper-molybdenum system located 125 km southwest of Tucson, Arizona and 28 km south of the US-Mexican border. The property was discovered by a water well sampling program during a joint United States Geological Survey and Servicio Geologico Mexicano reconnaissance effort in the 1970s, and was the subject of two USGS open-file reports 94-685 and 84-289. Five diamond drill holes tested copper and molybdenum soil geochemical anomalies in 2013 along a five km strike length with all holes showing low grade chalcopyrite and molybdenite mineralization. The deposit as currently interpreted suggests it is the deep level of a large system dissected by low angle faulting. In 2015, we entered into an option agreement with Peñoles under which the Los Tamales property may be acquired. On August 8, 2016, Peñoles notified us of its decision to discontinue exploration on the project and consequently the option agreement was terminated.

El Apache, Sonora

The El Apache property contains 11,417 ha in two claims; El Apache and Tlahuac, both staked by us in 2011.

El Apache is largely covered by wind-blown sand of the western Sonoran Desert and lies in a highly prospective area within the prolific Sonora-Mojave megashear gold belt. The property lies 10 km east of the largest gold-only mine in Mexico, Fresnillo’s Herradura complex and 10 km south of La Choya mine.

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Work to date includes partial surface reconnaissance, interpretation of the government’s magnetic data and limited surface sampling in two small outcropping hills. Future work will entail ZTEM, detailed magnetometry, bleg sampling, and enzyme leach-type geochemical surveys to identify drill targets under sand cover.

Batacosa, Sonora

The Batacosa property consists of one claim covering 3,600 ha staked by us in 2011. Batacosa is a porphyry copper-molybdenum system located 55 km northeast of Ciudad Obregon and 220 km southeast of Hermosillo, capital of the state. Batacosa was discovered by Cominco in the 1970s and subsequently drilled by them and other companies between 1970 and 2000. A total of 8,000 m was drilled in 47 drill holes. First Mining has delineated two untested targets within the property.

Montana Negra, Sonora

The Montana Negra property consists of one claim, Montana Negra, covering 852 ha. The property covers Proterozoic rocks that we believe may be favourable for gold mineralization and is located in North Central Sonora, 20 km southeast of Cananea. The Orogenic gold system, similar to La Choya and San Francisco mines, targets are open-pit leachable mineralization in granitic and metamorphic rocks. Additional field work is required to fully evaluate the property following preliminary surface samples that reported from nil to 9.5 g/t Au.

Las Margaritas, Durango

The Las Margaritas property is 500 ha consisting of two mining concessions approximately 150 km from Durango City. The property was acquired through an Assignments of Rights Agreement signed July 6, 2011 and is subject to a 1% NSR royalty payable to the vendor which may be purchased at any time before July 6, 2016 for US$500,000. The project is located in the Barrancas subprovince of the Sierra Madre Occidental. Some limited gold mining by artisanal prospectors is known to have taken place on the project in the early 20^th century and the project contains a known vein with quartz, argillic alteration striking for at least 1.8 km. In 2016, a two-year extension was negotiated with the vendor which granted First Mining the option to purchase the royalty by November 2018 in consideration for an additional US$100,000, payable over two years.

Geranio, Oaxaca

The Geranio property consists of six claims: La Ramita, Geranio, Violeta, Azucena, El Jilguero and La Orquidea, which combined, cover 540 ha. Additionally, we have also staked a much larger block of ground to the north, east and south of the Natividad system.

The Geranio project lies adjacent and directly north of the historic Natividad Mining District, 70 km north of the city of Oaxaca in southern Mexico. Natividad is a series of five bonanza grade gold and silver veins in a black shale host rock which over the last 70 years has produced 1.5 million ounces of gold equivalent. The property covers approximately 1,200 m of strike length of the northern extension of the Natividad vein system.

Two ASARCO exploration diamond drill holes were drilled on the Geranio property in 1992; hole N-20 intersected 0.6 m at 36 g/t Au and 315 g/t Ag, whereas hole N-24 intersected 0.7 m at 45 g/t Au and 120 g/t Ag. Our objective is to delineate another Natividad mineralized system with comparable precious metal contents.

El Roble, Oaxaca

The El Roble property, located in the Natividad mining district consists of two claims staked by us: El Roble and El Roble 2, which were recently reduced to 9,666 hectares. The property covers the northern extension of Natividad veins and other historic bonanza producers such as El Banco mine. Relevant exploration features include a 15 km strike length of a large magnetic high representing an intrusive body at depth believed to be associated with high-grade gold mineralization in veins. Work to date includes regional geology, airborne magnetics and reconnaissance sampling of selected areas.

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Lachatao, Oaxaca

The Lachatao property, located in Oaxaca Mexico, consists of three claims known as Lizi 1, Lizi 1 Fraccion 2, and Lizi 1 Fraccion 3 covering 5,126 ha and staked by us. Targets in the property include high-grade gold bonanza veins in black shales as well as stockworks and disseminated gold in volcanic rocks.

United States

Turquoise Canyon, Nevada

The Turquoise Canyon property (formerly the Bald Mountain property) located in Nevada is wholly-owned by First Mining. The property consists of 188 unpatented claims totaling 3,872 acres located along the Battle Mountain-Eureka Trend, 16 km south of Barrick Gold Corp.'s Cortez Mine Complex (23 Moz. Au), and 9 km west of its newly discovered Gold Rush deposit (7 Moz. Au) and 1.5 km east of the Toiyabe Mine, a Carlin type gold deposit that produced 89,000 oz. of gold in the 1990s.

Results of an airborne ZTEM survey commissioned by the Company show an antiformal structure in the underlying Roberts Mountain Thrust which will be the focus of future exploration. A gravity high and anomalous conductive/polarizable anomalies at the southwest corner of the property are high priority drill targets. Six other potential drill targets were interpreted from two induced polarization/resistivity lines run over the property.

Risks that can affect our business

There are risks in every business.

The nature of our business means we face many kinds of risks and hazards – some that relate to the mineral exploration industry in general, and others that apply to specific properties, operations or planned operations. These risks could have a significant impact on our business, earnings, cash flows, financial condition, results of operations or prospects.

The following section describes the risks that are most material to our business. This is not, however, a complete list of the potential risks we face – there may be others we are not aware of, or risks we believe are not material today that could become material in the future. We have in place systems and procedures appropriate for a company at our stage of development to manage these risks, but there is no assurance that we will be successful in preventing the harm that any of these risks could cause.

Types of risk

•	Exploration, development, production and operational risks.........................	p. 75

•	Financial risks.................................................................................................	p. 79

•	Political risks..................................................................................................	p. 82

•	Regulatory risks..............................................................................................	p. 83

•	Environmental risks........................................................................................	p. 84

•	Industry risks..................................................................................................	p. 85

•	Other risks......................................................................................................	p. 86

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Exploration, development, production and operational risks

Exploration and development risks

The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. These risks include:

	•	few properties that are explored are ultimately developed into producing mines;

	•	there can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable;

	•	with all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions; and

	•	mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in an increase in our resource base.

Unsuccessful exploration or development programs could have a material adverse impact on our operations and financial condition.

Operational hazards and risks

Our operations will be subject to all of the hazards and risks normally encountered in the exploration and development of minerals. To the extent that we or any third party with whom we may partner may take a property to production, we will also be subject (directly or indirectly) to all of the hazards and risks associated with the production of minerals. These risks include:

	•	unusual and unexpected geological formations;

	•	rock falls;

	•	seismic activity;

	•	flooding and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability;

	•	environmental pollution, and consequent liability that could have a material adverse impact on our business, operations and financial performance;

	•	mechanical equipment and facility performance problems; and

	•	periodic disruptions due to inclement or hazardous weather conditions.

Substantial expenditures

Substantial expenditures are required to establish resources and reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in certain cases, to develop infrastructure at any site chosen for exploration. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis.

The economics of developing mineral properties is affected by many factors including:

	•	the cost of operations;

	•	variations in the grade of mineralized material mined;

	•	fluctuations in metal markets; and

	•	such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection.

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The remoteness and restrictions on access of properties in which we have an interest will have an adverse effect on expenditures as a result of higher infrastructure costs. There are also physical risks to the exploration personnel working in the terrain in which our properties are located, occasionally in poor climate conditions.

Long-term commercial success

Our long-term success depends on our ability to find, acquire and develop with our partners gold projects in the Americas. No assurance can be given that we will be able to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, we may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participations uneconomic.

No history of mineral production

First Mining has no history of commercially producing metals from its mineral exploration properties. Our current business model does not contemplate that we will establish mining operations ourselves on any property, however, our business plan anticipates that we may retain interests in properties which we have transferred to other parties and who may choose to establish mining operations. As a result, our business may (indirectly) by subject to risks with respect to mineral production. There can be no assurance that any party will successfully establish mining operations or profitably produce gold or other precious metals on any property in which we maintain an interest. The development of mineral properties involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. The commercial viability of a mineral deposit is dependent upon a number of factors which are beyond our control, including the attributes of the deposit, commodity prices, government policies and regulation and environmental protection. Fluctuations in the market prices of minerals may render reserves and deposits containing relatively lower grades of mineralization uneconomic.

None of our properties are currently under development or production. The future development of any properties found to be economically feasible will require the operator to obtain licenses and permits and will require the construction and operation of mines, processing plants and related infrastructure. As a result, the development of any property will be subject to all of the risks associated with establishing new mining operations and business enterprises, including, but not limited to:

	•	the timing and cost of the construction of mining and processing facilities;

	•	the availability and costs of skilled labour and mining equipment;

	•	the availability and cost of appropriate smelting and/or refining arrangements;

	•	the need to obtain necessary environmental and other governmental approvals and permits and the timing of those approvals and permits; and

	•	the availability of funds to finance construction and development activities.

It is common in new mining operations to experience unexpected problems and delays during development, construction and mine start-up. In addition, delays in the commencement of mineral production often occur. Accordingly, there are no assurances that our activities and those of our business partners will result in profitable mining operations or that mining operations will be established at any of our properties.

Title risks

Title to mineral properties, as well as the location of boundaries on the grounds may be disputed. Moreover, additional amounts may be required to be paid to surface right owners in connection with any mineral exploration or development activities. At all properties where we have current or planned exploration activities, we believe that we have either contractual, statutory, or common law rights to make such use of the surface as is reasonably necessary in connection with those activities.

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Title insurance generally is not available for mining claims in Canada, and our ability to ensure that we have obtained secure claims to individual mineral properties or mining concessions may be severely constrained. We have not conducted surveys of all our claims; therefore, the precise area and location of such claims may be in doubt. In addition, all of our mineral properties have had previous owners, and third parties may have valid claims (known or unknown) underlying our interests therein. Accordingly, our properties may be subject to prior unregistered liens, agreements, royalties, transfers or claims, including First Nations land claims, and title may be affected by, among other things, undetected defects. In addition, we may be unable to explore our properties as permitted or to enforce our rights with respect to our properties. An impairment to or defect in our title to our properties could have a material adverse effect on our business, financial condition or results of operation.

Joint ventures

Our business plan anticipates that we may retain interest in properties which we have transferred to other parties who may choose to establish mining operations and that interest may be in the form of a joint venture. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on our profitability or the viability of our interests that may be held through joint ventures, which could have a material adverse impact on our future cash flows, earnings, results of operations and financial condition:

	•	disagreements with joint venture partners on how to develop and operate mines efficiently;

	•	inability to exert influence over certain strategic decisions made in respect of joint venture properties;

	•	inability of joint venture partners to meet their obligations to the joint venture or third parties; and

	•	litigation between joint venture partners regarding joint venture matters.

We do not intend to be the operator on any property and therefore the success of any operations will be dependent on the operators for the timing of activities related to these properties and we would be largely unable to direct or control the activities of the operators. We would be subject to the decisions made by the operator in the operation of the property, and will have to rely on the operators for accurate information about the properties.

Acquisition or business arrangements

As part of our business strategy, we have sought and will continue to seek new mining and exploration opportunities in the mining industry. In pursuit of such opportunities, we may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their workforce into us. Ultimately, any acquisitions would be accompanied by risks, which could include:

	•	a significant change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio;

	•	a material ore body could prove to be below expectations;

	•	difficulty in integrating and assimilating the operations and workforce of any acquired companies;

	•	realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise;

	•	the bankruptcy of parties with whom we have arrangements;

	•	maintaining uniform standards, policies and controls across the organization;

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	•	disruption of our ongoing business and its relationships with employees, suppliers, contractors and other stakeholders as we integrate the acquired business or assets;

	•	the acquired business or assets may have unknown liabilities which may be significant;

	•	delays as a result of regulatory approvals; and

	•	exposure to litigation (including actions commenced by shareholders) in connection with the transaction.

Any material issues that we encounter in connection with an acquisition could have a material adverse effect on our business, results of operations and financial position.

Mineral reserves/mineral resources

The properties in which we hold an interest are currently considered to be in the early exploration stage only and do not contain a known body of commercial minerals. Mineral resources and mineral reserves are, in the large part, estimates and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized.

Mineral resources on our properties have been determined based upon assumed metal prices and operating costs. Future production could differ dramatically from resource and reserve estimates because, among other reasons:

	•	mineralization or formations could be different from those predicted by drilling, sampling and similar examinations;

	•	calculation errors could be made in estimating mineral resources and mineral reserves;

	•	increases in operating mining costs and processing costs could adversely affect mineral resources and mineral reserves;

	•	the grade of the mineral resources and mineral reserves may vary significantly from time to time and there is no assurance that any particular level of metals may be recovered from the ore; and

	•	declines in the market price of the metals may render the mining of some or all of the mineral reserves uneconomic.

Estimated mineral resources may require downward revisions based on changes in metal prices, further exploration or development activity, increased production costs or actual production experience. This could materially and adversely affect estimates of the tonnage or grade of mineralization, estimated recovery rates or other important factors that influence mineral resource and mineral reserve estimates.

Any reduction in estimated mineral resources as a result could require material write downs in investment in the affected mining property and increased amortization, reclamation and closure charges, which could have a material and adverse effect on future cash flows for the property and on our earnings, results of operations and financial condition.

Because we do not currently have any producing properties, mineralization estimates for our properties may require adjustments or downward revisions based upon further exploration or development work or actual future production experience. In addition, the grade of mineralized material ultimately mined, if any, may differ from that indicated by drilling results. There can be no assurance that minerals recovered in small-scale tests will be duplicated in large-scale tests under on- site conditions or in production scale.

The mineral resource estimates contained in this AIF have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in market prices for gold or other metals may render portions of our mineralization uneconomic and result in reduced reported mineralization. Any material reductions in mineralization estimates, or of the ability to extract mineralized material from our properties, could (directly or indirectly) have a material adverse effect on our results of operations or financial condition.

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Capital costs, operating costs, production and economic returns

Although our current business model does not contemplate that we will establish mining operations ourselves on any property, our business plan anticipates that we may retain interests in properties that we have transferred to other parties who may choose to establish mining operations.

Actual capital costs, operating costs, production and economic returns with respect to our properties may differ significantly from those we have anticipated and there are no assurances that any future development activities will result in profitable mining operations. The capital costs required to develop or take our projects into production may be significantly higher than anticipated. To the extent that such risks impact upon any such properties, there may be a material adverse effect on results of operations on such properties which may in turn have a material adverse effect on our financial condition.

None of our mineral properties have sufficient operating history upon which we can base estimates of future operating costs. Decisions about the development of these and other mineral properties will ultimately be based upon feasibility studies. Feasibility studies derive estimates of cash operating costs based upon, among other things:

	•	anticipated tonnage, grades and metallurgical characteristics of the mineralized material to be mined and processed;

	•	anticipated recovery rates metals from the mineralized material;

	•	cash operating costs of comparable facilities and equipment; and

	•	anticipated climatic conditions.

Cash operating costs, production and economic returns, and other estimates contained in studies or estimates prepared by or for us, may differ significantly from those anticipated by our current studies and estimates, and there can be no assurance that our actual operating costs will not be higher than currently anticipated.

Property interests

The agreements pursuant to which we hold rights to certain of our properties provide that we must make a series of cash payments over certain time periods or make minimum exploration expenditures. If we fail to make such payments or expenditures in a timely manner, we may lose interest in those projects.

Availability of supplies

As with other mineral exploration companies, certain raw materials, supplies and other critical resources used in connection with our operations are obtained from a sole or limited group of suppliers. Due to an increase in activity in the global mining sector, there has been an increase in global demand for such resources. A decrease in the supplier’s inventory could cause unanticipated cost increases, an inability to obtain adequate supplies and delays in delivery times, thereby impacting operating costs, and timing of exploration and development programs.

Lack of infrastructure

The completion of the development of our development projects is subject to various requirements, including the availability and timing of acceptable arrangements for electricity or other sources of power, water and transportation facilities. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay the development of our exploration projects. If adequate infrastructure is not available in a timely manner, there can be no assurance that: the development of our projects will be completed on a timely basis, if at all; any resulting operations will achieve the anticipated production volume; or the ongoing operating costs associated with the development of our projects will not be higher than anticipated.

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Personnel recruitment and retention

The success of our operations and development projects depend in part on our ability to attract and retain geologists, engineers, metallurgists and other personnel with specialized skill and knowledge about the mining industry in the geographic areas in which we operate. The number of persons skilled in acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As our business grows, we may require additional key financial, administrative, and mining personnel as well as additional operations staff. There can be no assurance that we will be successful in attracting, training, and retaining qualified personnel as competition for persons with these skill sets increases. If we are unable to attract and retain sufficiently trained, skilled or experienced personnel, our business may suffer and we may experience significantly higher staff or contractor costs, which could have a material adverse effect on our operations and financial condition.

Uninsured losses

Despite efforts to attract and retain qualified personnel, as well as the retention of qualified consultants, to manage our interests, even when those efforts are successful, people are fallible and human error and mistakes could result in significant uninsured losses to us. These could include, but are not limited to, loss or forfeiture of mineral claims or other assets for non]payment of fees or taxes, erroneous or incomplete filings or non fulfillment of other obligations, significant tax liabilities in connection with any tax planning effort we might undertake or mistakes in interpretation and implementation of tax laws and practices, and legal claims for errors or mistakes by our personnel.

Financial risks

Substantial capital requirements

Our management team anticipates that we may make substantial capital expenditures for the acquisition, exploration and development of our properties, in the future. As we are in the exploration stage with no revenue being generated from the exploration activities on our mineral properties, we have limited ability to raise the capital necessary to undertake or complete future exploration work, including drilling programs. There can be no assurance that debt or equity financing will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to us and any such financing may result in substantial dilution to existing shareholders. Moreover, future activities may require us to alter our capitalization significantly. Our inability to access sufficient capital for our operations could have a material adverse effect on our financial condition, results of operations or prospects. In particular, failure to obtain such financing on a timely basis could cause us to forfeit our interest in certain properties, miss certain acquisition opportunities and reduce or terminate our operations.

History of net losses

We have received no revenue to date from the exploration activities on our properties, and there is no assurance that any of the properties that we have or will acquire pursuant to acquisitions or otherwise will generate earnings, operate profitably or provide a return on investment in the future. We have not determined that production activity is warranted on any of our mineral properties. Even if we (alone or in conjunction with a third party) undertake development and production activities on any of our mineral properties, there is no certainty that we will produce revenue, operate profitably or provide a return on investment in the future.

We are subject to all of the risks associated with new mining operations and business enterprises including, but not limited to:

•

the timing and cost, which can be considerable, for the further construction of mining and processing facilities;

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	•	the availability and costs of skilled labour, consultants, mining equipment and supplies;

	•	the availability and cost of appropriate smelting and/or refining arrangements;

	•	the need to obtain necessary environmental and other governmental approvals, licenses and permits, and the timing of those approvals, licenses and permits; and

	•	the availability of funds to finance construction and development activities.

It is common in new mining operations to experience unexpected problems and delays during construction, development, and mine start-up. In addition, delays in mineral production often occur. Accordingly, there are no assurances that our activities will result in sustainable profitable mining operations or that we will successfully establish mining operations or profitably produce metals at any of our other properties.

Potential volatility of share price

In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market price of securities of many junior companies have experienced wide fluctuations in price. The market price of our shares may be volatile and could be subject to wide fluctuations due to a number of factors, including but not limited to: actual or anticipated fluctuations in the results of our operations; changes in estimates of our future results of operations by management or securities analysts; and general industry changes. In addition, the financial markets have in the recent past experienced significant price and value fluctuations that have particularly affected the market prices of equity securities of many venture issuers and that sometimes have been unrelated to the operating performance of these companies. Broad market fluctuations, as well as economic conditions generally and in the mining industry specifically, may adversely affect the market price of our shares.

Non-Canadian investors

We are a public Canadian corporation, with our principal place of business in Canada. A majority of our directors and officers are residents of Canada and a significant portion of our assets and the assets of a majority of our directors and officers are located outside the United States. Consequently, it may be difficult for US or foreign investors to effect service of process within their local jurisdiction upon First Mining or its directors or officers or such experts who are residents of Canada, or to realize in their local jurisdiction upon judgments of local courts (including, but not limited to, judgments predicated upon civil liabilities under the United States Securities Act of 1933, as amended). Investors should not assume that Canadian courts: (i) would enforce judgments of foreign courts obtained in actions against First Mining or such directors, officers or experts (including, but not limited to, judgments predicated upon the civil liability provisions of the US federal securities laws or the securities or “blue sky” laws of any state within the United States); or (ii) would enforce, in original actions, liabilities against First Mining or such directors, officers or experts predicated upon foreign securities laws (including, but not limited to, the US federal securities laws or any state securities or “blue sky” laws). In addition, the protections afforded by Canadian securities laws may not be available to foreign investors.

Currency fluctuations

We maintain our accounts in Canadian dollars. Our operations in Mexico and the United States make us subject to foreign currency fluctuations and such fluctuations may affect our financial position and results. We do not plan to engage in currency hedging activities.

Volatility of mineral prices

Metal prices are affected by numerous factors beyond our control, such as industrial demand, inflation and expectations with respect to the rate of inflation, the strength of the US dollar and of other currencies, interest rates, forward sales by producers, production and cost levels, changes in investment trends, global and regional levels of supply and demand, metal stock levels maintained by producers, inventory carrying costs, availability, demand and costs of metal substitutes, international economic and political conditions, reduced demand resulting from obsolescence of technologies and processes utilizing silver and other metals and increased production due to new mine developments and improved mining and production levels. Gold prices are sometimes subject to rapid short-term changes because of speculative activities, and the market price of gold and other metals may not remain at current levels. If these prices were to decline significantly or for an extended period of time, we might be unable to continue our operations, develop our properties or fulfill our obligations under agreements with our partners or under our permits and licenses. As a result, we might lose our interest in, or be forced to sell, some of our properties. In the event of a sustained, significant drop in gold prices, we may be required to re-evaluate our assets, resulting in reduced estimates of mineral resources and mineral reserves and in material write-downs of our investment in mining properties. Furthermore, since gold prices are established in US dollars, a significant decrease in the value of the Canadian dollar relative to the US dollar coupled with stable or declining gold prices could adversely affect our results with respect to development of and eventual sale of gold.

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Global financial conditions

Global financial conditions continue to be characterized by volatility. Many industries, including the mining industry, are impacted by volatile market conditions. Global financial conditions remain subject to sudden and rapid destabilizations in response to economic shocks. A slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, fluctuations in fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect our growth and financial condition. Future economic shocks may be precipitated by a number of causes, including the government debt levels, fluctuations in the price of oil and other commodities, the volatility of metal prices, geopolitical instability, terrorism, the volatility of currency exchanges, the devaluation and volatility of global stock markets and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact our ability to obtain equity or debt financing in the future on terms favourable to us or at all. In such an event, our operations and financial condition could be adversely impacted.

Dividends

To date, we have not paid any dividends on our outstanding common shares and we have no plans to declare or pay dividends in the near future. Any decision to pay dividends on our shares will be made by our Board on the basis of our earnings, financial requirements and other conditions.

Dilution

The number of common shares we are authorized to issue is unlimited. We may, in our sole discretion, issue additional common shares from time to time, and the interests of the shareholders may be diluted thereby.

Political risks

Foreign operations

While our principal exploration properties are located in Canada, we continue to hold properties in Mexico. Our operations in Mexico or in other countries we determine to operate in may be exposed to various levels of political, economic, and other risks and uncertainties depending on the country or countries in which we operate. These risks and uncertainties include, but are not limited to, terrorism; hostage taking; military repression; fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of civil unrest; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls, and governmental regulations that favour or require the awarding of contracts to local contractors, or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

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Future political and economic conditions may result in a government adopting different policies with respect to foreign development and ownership of mineral resources. Any changes in policy may result in changes in laws affecting ownership of assets, foreign investment, taxation, rates of exchange, resource sales, environmental protection, labour relations, price controls, repatriation of income, and return of capital, which may affect both the ability to undertake exploration and development activities in respect of future properties in the manner currently contemplated, as well as our ability to continue to explore, develop, and operate those properties to which we have rights relating to exploration, development, and operations.

Indigenous peoples

Various international and national laws, codes, resolutions, conventions, guidelines, and other materials relate to the rights of indigenous peoples including the First Nations of Canada. We operate in some areas presently or previously inhabited or used by indigenous peoples including areas covered by treaties among the First Nations, the federal and provincial governments. Many of these materials impose obligations on government to respect the rights of indigenous people. Some mandate that government consult with indigenous people regarding government actions which may affect indigenous people, including actions to approve or grant mining rights or permits. The obligations of government and private parties under the various international and national materials pertaining to indigenous people continue to evolve and be defined. Our current and future exploration program may be subject to a risk that one or more groups of indigenous people may oppose development on any of our properties or on properties in which we hold a direct or indirect interest. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression against the our activities or other parties to whom we have transferred properties. Opposition by indigenous people to our operations may require modification of or preclude development of our projects or projects on properties in which we hold a direct or indirect interest or may require us or a third party to enter into agreements with indigenous people with respect to projects on such properties. Such agreements may have a material adverse effect on our business, financial condition and results of operations.

Regulatory risks

Government approvals

Our activities are subject to government approvals, various laws governing prospecting, development, land resumptions, production taxes, labour standards and occupational health, mine safety, toxic substances and other matters, including issues affecting local First Nations populations. The costs associated with compliance with these laws and regulations can be substantial. Although we believe our activities are carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development, or cause additional expense, capital expenditures, restrictions or delays in the development of our properties. Amendments to current laws and regulations governing operations and activities of exploration and mining, or more stringent implementation thereof, could have a material adverse impact on our business, operations and financial performance. Further, the mining licenses and permits issued in respect of our projects may be subject to conditions which, if not satisfied, may lead to the revocation of such licenses. In the event of revocation, the value of our investments in such projects may decline.

Mineral claims, licenses and permitting

Our mineral claims, licenses and permits are subject to periodic renewal and may only be renewed a limited number of times for a limited period of time. While we anticipate that renewals will be given as and when sought, there is no assurance that such renewals will be given as a matter of course and there is no assurance that new conditions will not be imposed in connection therewith. Our business objectives may also be impeded by the costs of holding and/or renewing the mineral claims, licenses and permits. In addition, the duration and success of efforts to obtain and renew mineral claims, licenses and permits are contingent upon many variables not within our control.

2016 Annual Information Form – Page 83

Our current and anticipated future operations, including further exploration, development activities and commencement of production on our properties, require licenses and permits from various governmental authorities. We cannot be certain that all licenses and permits that we may require for our operations will be obtainable on reasonable terms or at all. Delays or a failure to obtain such licenses and permits, or a failure to comply with the terms of any such licenses and permits that we have obtained, could have a material adverse impact on First Mining.

Anti-bribery legislation

Our activities are subject to a number of laws that prohibit various forms of corruption, including domestic laws, that prohibit both commercial and official bribery and anti-bribery laws that have a global reach such as the Corruption of Foreign Public Officials Act. The increasing number and severity of enforcement actions in recent years present particular risks with respect to our business activities, to the degree that any employee or other person acting on our behalf might offer, authorize, or make an improper payment to a government official, party official, candidate for political office, or political party, an employee of a state-owned or state-controlled enterprise, or an employee of a public international organization.

Transparency in the extractive industry

In its 2014-2015 Budget, the Federal Government of Canada had announced it would be putting new standards in place to require companies in the extractive sector to disclose their payments to local and foreign governments.

The Canadian Extractive Sector Transparency Measures Act came into force on June 1, 2015 and applies to fiscal periods which commenced after that date. As a result, as a Canadian publicly listed corporation we must report annually on payments of $100,000 or more made to any level of government in Canada or abroad related to a single project. The reporting applies to taxes, licences, fees, royalties, production entitlements, bonuses, dividends, fines and infrastructure payments. We will be required to file its initial report by May 30, 2017. Other than amounts paid in Mexico for annual mineral property concession taxes, First Mining has minimal eligible payments that are over the reporting threshold.

The reporting for payments made to an Aboriginal government in Canada will not apply until after June 1, 2017.

The Québec government has also proposed a disclosure regime which is similar to the federal requirements subject to size limits related to assets in Québec and the number of employees. On October 21, 2015, the National Assembly of Québec adopted Bill 55 an Act Respecting Transparency Measures in The Mining, Oil and Gas Industries, which came into force on that date. The provincial and federal regimes will require separate reporting at this time. We believe that the impact will not be significant at this time.

Environmental risks

Environmental laws and regulations

All phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.

2016 Annual Information Form – Page 84

We believe we are in substantial compliance with all material laws and regulations which currently apply to our activities. We cannot give any assurance that, notwithstanding our precautions and limited history of activities, breaches of environmental laws (whether inadvertent or not) or environmental pollution will not result in additional costs or curtailment of planned activities and investments, which could have a material and adverse effect on our future cash flows, earnings, results of operations and financial condition. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Companies engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on us and cause increases in capital expenditures or any future production costs or require abandonment or delays in the development of new mining properties.

Companies engaged exploration and development of mineral properties may from time to time experience increased costs and delays in exploration and production as a result of the need to comply with applicable laws, regulations and permits. We believe we are in substantial compliance with all material laws and regulations which currently apply to our activities. We cannot give any assurance that, notwithstanding our precautions and limited history of activities, breaches of environmental laws (whether inadvertent or not) or environmental pollution will not result in additional costs or curtailment of planned activities and investments, which could have a material and adverse effect on our future cash flows, earnings, results of operations and financial condition.

Compliance with emerging climate change regulations

Governments at all levels may be moving towards enacting legislation to address climate change concerns, such as requirements to reduce emission levels and increase energy efficiency, and political and economic events may significantly affect the scope and timing of climate change measures that are ultimately put in place. Where legislation has already been enacted, such regulations may become more stringent, which may result in increased costs of compliance. There is no assurance that compliance with such regulations will not have an adverse effect on our results of operations and financial condition. Furthermore, given the evolving nature of the debate related to climate change and resulting requirements, it is not possible to predict the impact on our results of operations and financial condition.

Climate change may result in an increasing frequency of extreme weather events (such as increased periods of snow and increased frequency and intensity of storms) which have the potential to disrupt our exploration and development plans. Our emergency plans for managing extreme weather conditions may not be sufficient and extended disruptions could have adverse effects on our results of operations and financial condition.

Industry risks

Speculative nature of mineral development activities

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, may, for a variety of factors not be economic to produce.

2016 Annual Information Form – Page 85

The marketability of minerals acquired or discovered by us may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as:

	•	market fluctuations;

	•	the proximity and capacity of milling facilities;

	•	mineral markets;

	•	processing equipment; and

	•	government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection.

Estimates of mineral resources, mineral reserves, mineral deposits and production costs can also be affected by such factors as:

	•	environmental permitting regulations and requirements;

	•	weather;

	•	environmental factors;

	•	unforeseen technical difficulties;

	•	unusual or unexpected geological formations; and

	•	work interruptions.

In addition, the grade of mineralized material ultimately mined may differ from that indicated by drilling results.

Short term factors relating to mineral reserves, such as the need for orderly development of mineralized bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations. Material changes in mineralized material reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.

Our mineral properties are all in the exploration stage only and are without known bodies of commercial mineralized material. Few properties which are explored are ultimately developed into producing mines. Major expenses may be required to establish mineral reserves, develop metallurgical processes and construct mining and processing facilities at a particular site. There is no assurance that our mineral exploration activities will result in any discoveries of new commercial bodies of mineralized material. There are no reassurances that commercial production activities will commence on any of our properties.

Competition

The mining industry is highly competitive. We compete with companies for the acquisition, exploration and development of gold and other precious and base metals, and for capital to finance such activities, and such companies may have similar or greater financial, technical and personnel resources available to them.

Other risks

Reliance on key employees

We manage our business with a number of key personnel, including key contractors, the loss of a number of whom could have a material adverse effect on us. In addition, as our business develops and expands, we believe that our future success will depend greatly on our continued ability to attract and retain highly-skilled and qualified personnel and contractors. In assessing the risk of an investment in our shares, potential investors should realize that they are relying on the experience, judgment, discretion, integrity and good faith of our management team and board of directors. We cannot be certain that key personnel will continue to be employed by us or that we will be able to attract and retain qualified personnel and contractors in the future. Failure to retain or attract key personnel could have a material adverse effect on us. We do not maintain “key person” insurance policies in respect of our key personnel.

2016 Annual Information Form – Page 86

Conflicts of interest

Certain directors and officers will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral companies) and, as a result of these and other activities, such directors and officers may become subject to conflicts of interest. The BCBCA provides that if a director has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director must disclose his interest in such contract or agreement and must refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA and in accordance with our Code of Business Conduct and Ethics.

Uninsured risks

Our business is subject to a number of risks and hazards, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena, such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to our properties, personal injury or death, delays in program development, monetary losses and possible legal liability.

Although we maintain insurance to protect against certain risks in amounts that we consider reasonable, our insurance will not cover all the potential risks associated with our operations. We may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against certain risks, such as environmental pollution or other hazards as a result of exploration and production, is not generally available to us or to other companies in the mining industry on acceptable terms. We may also become subject to liability for pollution or other hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance, results of operations and business outlook.

Litigation and regulatory proceedings

We may be subject to civil claims (including class action claims) based on allegations of negligence, breach of statutory duty, public nuisance or private nuisance or otherwise in connection with our operations, or investigations relating thereto. While we are presently unable to quantify any potential liability under any of the above heads of damage, such liability may be material to us and may materially adversely affect our ability to continue operations. In addition, we may be subject to actions or related investigations by governmental or regulatory authorities in connection with our business activities, including, but not limited to, current and historic activities at our mineral properties. Such actions may include prosecution for breach of relevant legislation or failure to comply with the terms of our licenses and permits and may result in liability for pollution, other fines or penalties, revocations of consents, permits, approvals or licenses or similar actions, which could be material and may impact the results of our operations. Our current insurance coverage may not be adequate to cover any or all the potential losses, liabilities and damages that could result from the civil and/or regulatory actions referred to above.

Growth strategy

We evaluate growth opportunities and continue to consider the acquisition and disposition of exploration and development properties and mineral assets to achieve our strategy. From time to time, we engage in discussions in respect of both acquisitions and dispositions, and other business opportunities, but there can be no assurance that any such discussions will result in a successfully completed transaction.

2016 Annual Information Form – Page 87

Future Sales of Shares

Sales of a substantial number of our shares in the public market could occur at any time following, or in connection with, the completion of any offering. These sales, or the market perception that the holders of a large number of our shareholders intend to sell our shares, could reduce the market price of our shares. A decline in the market price of the shares could impair our ability to raise additional capital through the sale of securities should we desire to do so.

The issuance of shares to shareholders whose investment profile may not be consistent with the our business may lead to significant sales of our shares or a perception that such sales may occur, either of which could have a material adverse effect on the market for and market price of our shares. We are unable to predict the effect that sales may have on the then prevailing market price of our shares.

Shares Owned by a Single Shareholder

A significant percentage of our outstanding shares are owned by an exchange traded fund (an “ETF”). As such, the ETF is in a position to exercise influence over matters requiring shareholder approval, including the determination of significant corporate actions that could otherwise be beneficial to our other shareholders, including the election and removal of directors, amendments to our corporate governing documents and business combinations. Our interests and those of the ETF’s may at times conflict, and this conflict might be resolved against our interests. The concentration of control by a single shareholder may practically preclude an unsolicited take-over bid for our shares, and this may adversely impact the value and trading price of our shares.

Other risks

Our business and operations are subject to a number of risks and hazards including:

	•	environmental hazards;

	•	discharge of pollutants or hazardous chemicals;

	•	industrial accidents;

	•	failure of processing and mining equipment;

	•	labour disputes;

	•	supply problems and delays;

	•	changes in regulatory environment;

	•	encountering unusual or unexpected geologic formations or other geological or grade problems;

	•	encountering unanticipated ground or water conditions;

	•	cave-ins, pit-wall failures, flooding, rock bursts and fire;

	•	periodic interruptions due to inclement or hazardous weather conditions;

	•	uncertainties relating to the interpretation of drill results;

	•	inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;

	•	results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration or development results will not be consistent with our expectations;

2016 Annual Information Form – Page 88

	•	the potential for delays in exploration or the completion of feasibility studies; and

	•	other acts of God or unfavourable operating conditions.

Such risks could result in damage to, or destruction of, properties or equipment, personal injury or death, loss of key employees, environmental damage, delays in development programs, monetary losses and possible legal liability. Satisfying such liabilities may be very costly and could have a material adverse effect on future cash flow, results of operations and financial condition.

Legal proceedings

On June 16, 2016, First Mining assumed control of the business and assets of Tamaka as a result of the amalgamation between Tamaka and a wholly owned subsidiary of First Mining. Tamaka was a party to three debentures with an aggregate principal amount of approximately $2.1 million (collectively, the “Debentures”), payable to Kesselrun Resources Ltd. (“Kesselrun”). Kesselrun has commenced an action before the Ontario Superior Court alleging that the Debentures were required to be converted into common shares of First Mining as a result of the amalgamation transaction with Tamaka, and is seeking an order for, among other things, the issuance to Kesselrun of shares of First Mining or, in the alternative, damages. First Mining disagrees with this position, and we take the position that the Debentures have not been converted and remain outstanding.

We have engaged legal counsel in relation to this contractual dispute and at this time we cannot definitively predict the outcome of this dispute. In the event Kesselrun prevails, Kesselrun would convert approximately $2.1 million of the principal amount of the Debentures into approximately 5.6 million shares of First Mining, which had a fair market value of approximately $4.8 million as at December 31, 2016.

For further information about this, see note 27 to our audited consolidated annual financial statements for the year ended December 31, 2016.

Investor information

Share capital

Our authorized share capital consists of:

	•	an unlimited number of common shares; and

	•	an unlimited number of preferred shares, issuable in series.

Common shares

We can issue an unlimited number of common shares with no nominal or par value. As of December 31, 2016, we had 539,439,736 common shares outstanding (543,468,233 outstanding as of the date of this AIF). All of our outstanding common shares are fully paid and non-assessable.

The following is a summary of the principal attributes of our common shares:

Voting rights

Holders of our common shares are entitled to vote on all matters that are to be voted on at any shareholder meeting, other than meetings that are only for holders of another class or series of shares. Each common share you own represents one vote. There are no cumulative voting rights, and directors do not stand for re-election at staggered intervals.

2016 Annual Information Form – Page 89

Dividends

Holders of our common shares are entitled to share pro rata in any profits of First Mining to the extent that such profits are distributed either through the declaration of dividends by our Board or otherwise distributed to shareholders. There are no indentures or agreements limiting the payment of dividends.

Rights on dissolution

In the event of the liquidation, dissolution or winding up of First Mining, the holders of our common shares will be entitled to receive, on a pro rata basis, all of our assets remaining after payment of all of our liabilities.

Pre-emptive, conversion and other rights

Holders of our common shares have no pre-emptive, redemption, purchase or conversion rights attaching to their shares, and our common shares, when fully paid, will not be liable to further call or assessment. No other class of shares may be created without the approval of the holders of our common shares. There are no provisions discriminating against any existing or prospective holder of our common shares as a result of such shareholder owning a substantial number of common shares. In addition, non-residents of Canada who hold our common shares have the same rights as shareholders who are residents of Canada.

Preferred shares

We can issue an unlimited number of preferred shares with no nominal or par value. As of the date of this AIF, we did not have any preferred shares outstanding.

The preferred shares are issuable in series. The preferred shares of each series rank in parity with the preferred shares of every other series with respect to dividends and return of capital and are entitled to a preference over the common shares and any other shares ranking junior to the preferred shares with respect to priority in the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of First Mining.

Our Board of Directors is empowered to fix the number of shares and the rights to be attached to the preferred shares of each series, including the amount of dividends and any conversion, voting and redemption rights. Subject to our articles of incorporation and to applicable law, the preferred shares as a class are not entitled to receive notice of or attend or vote at meetings of the Company’s shareholders.

Security-based compensation and convertible securities Stock options

Our shareholders most recently approved the Company’s existing stock option plan (the “Option Plan”) on June 16, 2016. The Option Plan allows for the issuance of up to 10% of our issued and outstanding shares as incentive share options (“Options”) to our directors, officers, employees and consultants of the Company.

Options granted under the Option Plan may be subject to vesting provisions as determined by our Board of Directors. All of our outstanding Options are fully vested and exercisable, with the exception of Options that have been granted to employees who carry out investor relations functions, as their Options are subject to certain vesting periods required under the rules and policies of the TSX-V.

As of December 31, 2016 and as of the date of this AIF, there were 24,440,617 Options and 34,837,383 Options, respectively, outstanding with exercise prices ranging from $0.15 to $2.50, and expiry dates ranging from June 16, 2017 to March 13, 2022.

2016 Annual Information Form – Page 90

Warrants

In addition to the outstanding Options noted above, as of December 31, 2016 and as of the date of this AIF, there were 50,938,673 share purchase warrants and 50,093,409 share purchase warrants, respectively, outstanding to acquire common shares of First Mining at exercise prices ranging from $0.17 to $1.10, and with expiry dates ranging from February 15, 2018 to June 16, 2021.

Escrowed securities

The following table shows the number and percentage of common shares held, to First Mining’s knowledge, in escrow or subject to a contractual restriction on transfer as at December 31, 2016:

Designation of class		Number of securities held in escrow or that			Percentage of class
Common Shares		51,741,089 ^(1)(2)(3)(4)			9.5%

Notes:

1.	Of this number, as of December 31, 2016, 3,299,524 common shares of First Mining were being held in escrow by Computershare Investor Services Inc. pursuant to an Escrow Value Security Agreement dated March 30, 2015 that was entered into in connection with the Sundance Acquisition. 15% of these shares will be released on March 30 and September 30 of each year, until the final release of shares on March 30, 2018.

2.	Of this number, as of December 31, 2016, 583,275 common shares of First Mining were being held in escrow by Computershare Investor Services Inc. pursuant to a CPC Escrow Agreement dated August 2, 2005. 15% of these shares will be released on March 30 and September 30 of each year, until the final release of shares on March 30, 2018.

3.	Of this number, as of December 31, 2016, 29,658,290 common shares of First Mining were being held in escrow by Computershare Trust Company of Canada pursuant to an escrow agreement dated June 16, 2016 that was entered into in connection with our acquisition of Tamaka. 5,931,658 of these escrowed shares will be released from escrow on June 17, 2017, and thereafter 5,931,658 shares will be released on December 17 and June 17 of each year, until the final 5,931,658 shares are released on June 17, 2019.

4.	Of this number, as of December 31, 2016, 18,200,000 common shares of First Mining were subject to a contractual restriction on transfer pursuant to the share purchase agreement dated May 2, 2016 that First Mining entered into with Chalice and Chalice Gold Mines (Ontario) Inc. (the “Chalice Agreement”). Pursuant to the Chalice agreement, Chalice is not permitted to sell more than 4,032,605 shares of First Mining in any month following October 10, 2016, unless otherwise agreed to by First Mining. This resale restriction applies to Chalice until June 9, 2017.

Material contracts

Other than contracts made in the ordinary course of business, as of the date of this AIF, we have no material contracts.

Market for our securities

Our common shares are listed and traded on the TSX-V under the symbol “FF”, on the OTC-QX under the symbol “FFMGF”, and on the Frankfurt Stock Exchange under the symbol “FMG”.

We have a registrar and transfer agent for our common shares:

Computershare Investor Services Inc.
510 Burrard Street, 2^ndFloor, Vancouver, British Columbia V6C 3B9.

2016 Annual Information Form – Page 91

Trading activity

The table below shows the high and low closing prices and trading volumes of our common shares on the TSX-V for each month of our most recently completed financial year.

2016	High ($)	Low ($)	Volume
January	0.43	0.36	19,502,040
February	0.43	0.37	27,438,585
March	0.42	0.38	18,667,371
April	0.76	0.39	50,675,003
May	0.81	0.62	26,015,935
June	0.80	0.67	35,821,936
July	1.18	0.83	61,625,049
August	1.20	0.88	33,657,804
September	0.99	0.83	24,996,628
October	0.82	0.71	17,992,696
November	0.84	0.69	22,783,860
December	0.91	0.75	79,391,664
	TOTAL		418,568,571

2016 Trading Activity: TSX-V

2016 Annual Information Form – Page 92

Our team

Directors

All our directors are elected for a one year term, and hold office until our next annual shareholder meeting, unless he or she resigns before that time or steps down, as required by corporate law. The directors of First Mining as of the date of this AIF are as follows:

		Principal occupation or employment
Director	Board committees	for past five years

	Chairman of the Board	Director and Chairman of First Mining since
		March 2015
	Audit Committee
		November 2001 to present – Founder,
	Compensation Committee	President and Chief Executive Officer, First

	Corporate Governance	Majestic Silver Corp. (mining company)
	Committee
		December 1998 to present – Director, First
		Majestic Silver Corp. (mining company)


Keith Neumeyer
Zug, Switzerland

Director since
March 30, 2015

Ownership of Securities:

10,305,313 shares

356,129 warrants

5,190,000 options

Director	Board committees	Principal occupation or employment
		for past fiveyears

	Compensation Committee	Director of First Mining since April 2016
	(chair)
		September 2016 to present – Director, SIRIOS
		Resources Inc. (mining company)

		July 2016 to present – Chairman, Monarques
		Gold Corp. (mining company)

		May 2013 to present – Director, Cartier
		Resources Inc. (mining company)

		November 2011 to April 2016 – President,
		Chief Executive Officer and a Director of
Michel Bouchard		Clifton Star Resources Inc. (mining company)
Québec, Canada		May 2009 to November 2011 – Vice-
		President, Exploration and Development at
Director since		North American Palladium Ltd. (mining company)
April 8, 2016

Ownership of Securities:	304,000 shares	15,000 warrants	1,664,000 options

2016 Annual Information Form – Page 93

Director	Board committees	Principal occupation or employment
		for past five years

	None	Director and Chief Executive Officer of First
		Mining since March 2015

		September 2011 to March 2015 – Chief
		Executive Officer, Sundance Minerals Ltd.
		(private mining company)

		April 2007 to March 2015 – President,
		Sundance Minerals Ltd. (private mining company)



Chris Osterman, Ph.D.
Tucson, Arizona
USA

Director since
March 30, 2015

Ownership of Securities:

1,760,084 shares

8,500 warrants

5,265,000 options

		Principal occupation or employment
Director	Board committees	for past five years

	Audit Committee	Director of First Mining since March 2015
	(chair)
		February 2007 to present – Chief Financial
	Compensation Committee	Officer of First Majestic Silver Corp. (mining company)


	Corporate Governance Committee




Raymond L. Polman, CPA, CA
Vancouver, British
Columbia, Canada

Director since
March 30, 2015

Ownership of Securities:	333,333 shares	NIL warrants	1,125,000 options

2016 Annual Information Form – Page 94

Director	Board committees	Principal occupation or employment
		for past five years

	Audit Committee	Director of First Mining since March 2015

	Compensation Committee	June 2014 to present – Director of Medallion
		Resources Ltd. (mining company)
	Corporate Governance
	Committee	December 2010 to present – Director of
	(chair)	Great Quest Fertilizer Ltd. (mining company)

		January 2005 to present – Director, First
		Majestic Silver Corp. (mining company)

David Shaw, Ph.D.
Vancouver, British		June 2000 to present – President of
Columbia, Canada		Duckmanton Partners Ltd. (consulting business)

Director since		November 2013 to July 2014 – Director of
March 30, 2015		Global Strategic Metals NL (capital pool company)
(Director of the predecessor
company,		September 2010 to March 2013 – Director of
Albion Petroleum Ltd.,		Talison Lithium Inc. (mining company)
since April 5, 2005)
		April 2005 to March 2015 - President and
		Director of Albion Petroleum Ltd. (capital pool company)

Ownership of Securities:	713,250 shares	50,000 warrants	1,025,000 options

2016 Annual Information Form – Page 95

Officers

The officers of our Company as of the date of this AIF are as follows:

Officer	Principal occupation or employment for past five years

	President of First Mining since January 2015

	August 2012 to August 2014 – Vice President, Corporate Communications, NovaCopper Inc. (mining company)

	July 2010 to August 2012 – Vice President, Corporate Development, Hana Mining Ltd. (mining company)




Patrick Donnelly
President
Vancouver, British
Columbia

Ownership of Securities:

50,000 shares

25,000 warrants

5,265,000 options

Officer	Principal occupation or employment for past five years

	Director and Chief Executive Officer of First Mining since March 2015

	September 2011 to March 2015 – Chief Executive Officer, Sundance Minerals Ltd. (private mining company)

	April 2007 to March 2015 – President, Sundance Minerals Ltd. (private mining company)




Chris Osterman, Ph.D.
Chief Executive Officer
Tucson, Arizona
USA

Ownership of Securities:

1,760,084 shares

8,500 warrants

5,265,000 options

2016 Annual Information Form – Page 96

Officer	Principal occupation or employment for past five years

	Chief Financial Officer of First Mining since September 2016

	June 2015 to September 2016 – Controller of First Mining

	June 2013 to June 2015 – Director of Finance, Great Panther Silver Ltd. (mining company)

	October 2011 to June 2013 – Controller, Alexco Resource Corp. (mining company)

Andrew Marshall
Chief Financial Officer

Vancouver, British Columbia
Canada

Ownership of Securities:

128,745 shares

18,750 warrants

1,100,000 options

Officer	Principal occupation or employment for past five years

	Vice President, Investor Relations of First Mining since July 2015


	February 2010 to July 2015 – Manager, Investor Relations, Uranerz Energy Corp. (resource company)





Derek Iwanaka
Vice President,
Investor Relations

Coquitlam, British Columbia
Canada

Ownership of Securities:	125,000 shares	62,500 warrants	1,200,000 options

2016 Annual Information Form – Page 97

Officer	Principal occupation or employment for past five years

	Corporate Counsel and Corporate Secretary of First Mining since June 2016

	November 2012 to May 2016 – Corporate Counsel and Corporate Secretary of Wellgreen Platinum Ltd. (mining company)

	November 2012 to February 2013 – Corporate Counsel and Corporate Secretary, Prophecy Coal Corp. (mining company)

	September 2009 to November 2012 – Associate, Securities & Capital Markets group, Borden Ladner Gervais LLP (law firm)

Samir Patel, LL.B. (Hons)
Corporate Counsel and
Corporate Secretary

Vancouver, British Columbia,
Canada

Ownership of Securities:	100,000 shares	37,700 warrants	700,000 options

To our knowledge, the total number of common shares that the directors and officers as a group either: (i) beneficially owned; or (ii) exercised direction or control over, directly or indirectly, as at the date of this AIF was 13,819,725 common shares. This represents approximately 2.5% of our outstanding common shares as at the date of this AIF (on an undiluted basis).

Interest of management and others in material transactions

To the best of our knowledge, none of the directors, executive officers or shareholders that either: (i) beneficially own; or (ii) control or direct, directly or indirectly, over 10% of any class of our outstanding securities, nor their associates or affiliates, have or have had within the three most recently completed financial years, any material interests, direct or indirect, in transactions which have materially affected, or are reasonably expected to materially affect, our Company.

Other information about our directors and officers

None of our directors or officers, or a shareholder holding a sufficient number of securities of First Mining to affect materially the control of our Company, is or was a director or executive officer of another company (including our Company) in the past 10 years that:

	•	was subject to a cease trade or similar order, or an order denying that company any exemption under securities legislation that was in effect for more than 30 consecutive days, while the director or executive officer held that role with the company;

	•	was involved in an event while the director or executive officer was acting in that capacity that resulted in the company being subject to one of the above orders after the director or executive officer no longer held that role with the company; or

	•	while acting in that capacity, or within a year of acting in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that company.

2016 Annual Information Form – Page 98

None of them in the past 10 years:

	•	became bankrupt;

	•	made a proposal under any legislation relating to bankruptcy or insolvency;

	•	has been subject to or launched any proceedings, arrangement or compromise with any creditors; or

	•	had a receiver, receiver manager or trustee appointed to hold any of their assets.

None of them has ever been subject to:

	•	penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

	•	any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investmentdecision.

Interests of experts

Auditor

Our auditor is BDO Canada LLP, independent chartered accountants, who have audited our 2016 annual financial statements. BDO Canada LLP is independent within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia. They are located at Suite 600, 925 West Georgia Street, Vancouver, British Columbia V6C 3L2.

Qualified persons

All technical and scientific information discussed in this AIF, including mineral resource estimates for our material properties, and all technical and scientific information for our other non-material projects, has been reviewed and approved by our Chief Executive Officer and Director, Chris Osterman, P.Geo., who is a qualified person for the purposes of NI 43-101.

The following individuals prepared the Springpole Technical Report with reference to the requirements of NI 43-101:

	•	Dr. Gilles Arseneau, Ph.D., P.Geo., Associate Consultant (Geology), of SRK Consulting (Canada) Inc.;

	•	Dr. Adrian Dance, Ph.D., P.Eng., Principal Consultant (Metallurgy), of SRK Consulting (Canada) Inc.;

	•	John F. Duncan, P.Eng., Principal Consultant (Water Resources Engineering), of SRK Consulting (Canada) Inc.;

	•	Christopher Elliot, FAusIMM, Principal Consultant (Mining), of SRK Consulting (Canada) Inc.;

	•	Mark Liskowich, P.Geo., Principal Consultant (Environmental), of SRK Consulting (Canada) Inc.;

	•	Bruce Murphy, FSAIMM, Principal Consultant (Geotechnical) and Practice Leader, of SRK Consulting (Canada) Inc.;

	•	Michael Royle, M.App.Sci., P.Geo., Principal Consultant (Hydrogeology), of SRK Consulting (Canada) Inc.;

2016 Annual Information Form – Page 99

	•	Dr. Ewoud Maritz Rykaart, Ph.D., P.Eng., Principal Consultant (Geotechnical Engineering), of SRK Consulting (Canada) Inc.; and

	•	Dino Pilotto, P.Eng., Senior Engineer of JDS Energy & Mining Inc.

Todd McCracken, P.Geo., Manger – Mining of WSP Canada Inc., prepared the Goldlund Technical Report with reference to the requirements of NI 43-101.

Mark Drabble, B.App.Sci (Geology), MAIG, MAusIMM, and Kahan Cervoj, B.App.Sci (Geology), MAIG, MAusIMM, Principal Consultants of Optiro Pty Limited, prepared the Cameron Gold Technical Report with reference to the requirements of NI 43-101.

B. Terrence Hennessey, P.Geo., Alan J. San Martin, MAusIMM(CP), and Sam J. Shoemaker, Jr., B.Sc., Reg’d Mem SME, of Micon International Limited, prepared the Pickle Crow Technical Report with reference to the requirements of NI 43-101.

Michael P. Cullen, M.Sc., P.Geo., of Mercator Geological Services Limited, prepared the Hope Brook Technical Report with reference to the requirements of NI 43-101.

Each of the abovementioned firms or persons hold, as either a registered or beneficial holder, less than one percent of the outstanding securities of First Mining or of any associate or affiliate of First Mining. None of the aforementioned firms or persons received any direct or indirect interest in any securities of First Mining or of any associate or affiliate of First Mining in connection with the preparation and review of any technical report or this AIF. None of the aforementioned firms or persons, nor any directors, officers or employees of such firms or persons, are currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company, other than Chris Osterman, our Chief Executive Officer and a Director of First Mining.

Legal counsel

Our external legal counsel is McCullough O’Connor Irwin LLP, and they are located at Suite 2600, Oceanic Plaza, 1066 West Hastings Street, Vancouver, British Columbia V6E 3X1.

Additional information

You can find more information about First Mining under our SEDAR profile at www.sedar.com and on our website at www.firstminingfinance.com.

Our most recent management proxy circular dated May 9, 2016 contains additional information on how our directors and officers are compensated, the principal holders of our securities, and the securities that are authorized for issuance under our equity compensation plans, and is available on SEDAR.

For additional financial information about First Mining, see our audited consolidated annual financial statements and management’s discussion and analysis for the financial year ended December 31, 2016, which are also available on SEDAR.

Copies of the above documents may be obtained from First Mining by contacting us at Suite 1805 – 925 West Georgia Street, Vancouver, British Columbia V6C 3L2, telephone: 1.844.306.8827.

2016 Annual Information Form – Page 100

EX-99.2 3 exhibit99-2.htm EXHIBIT 99.2 First Mining Finance Corp. - Exhibit 99.2 - Filed by newsfilecorp.com

Consolidated Annual Financial Statements
For the years ended December 31, 2016 and 2015
(Expressed in Canadian dollars)

FIRST MINING FINANCE CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT DECEMBER 31, 2016 AND 2015
(Expressed in Canadian dollars unless otherwise noted)

		December 31,			December 31,
		2016			2015

ASSETS

Current
Cash and cash equivalents	$	33,157,447		$	683,608
Accounts and other receivables (Note 13)		1,372,596			368,502
Prepaid expenditures		449,194			213,512
Marketable securities (Note 14)		5,846,627			8,830
Total current assets		40,825,864			1,274,452

Non-current
Mineral properties (Note 15)		223,462,223			107,592,331
Mineral property investments (Note 16)		4,416,780			-
Property and equipment		670,140			70,437
Reclamation deposit		115,474			115,215
Accounts and other receivables (Note 13)		67,976			138,166
Deferred acquisition costs		-			77,913
Total non-current assets		228,732,593			107,994,062

TOTAL ASSETS	$	269,558,457		$	109,268,514

LIABILITIES

Current
Accounts payable and accrued liabilities (Note 17)	$	769,675		$	2,840,492
Loans payable (Note 18)		454,819			1,560,073
Debenture liability		-			307,562
Total current liabilities		1,224,494			4,708,127

Non-current
Debenture liability (Note 19)		2,106,371			-
Total liabilities		3,330,865			4,708,127

SHAREHOLDERS’ EQUITY
Share capital (Note 20)		262,876,204			104,895,131
Warrant and share-based payment reserve (Note 20)		23,941,880			7,717,255
Accumulated other comprehensive income		708,672			2,092,242
Accumulated deficit		(21,299,164	)		(10,144,241	)
Total shareholders’ equity		266,227,592			104,560,387

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	269,558,457		$	109,268,514
Commitments and contingencies (Note 27)
Subsequent events (Note 28)

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 consolidated financial statements.

FIRST MINING FINANCE CORP.
CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015
(Expressed in Canadian dollars unless otherwise noted)

		Year ended December 31,
		2016			2015

EXPENDITURES
Administrative and office	$	580,628		$	175,970
Depreciation		150,144			6,910
Consultants		115,059			349,254
Exploration and evaluation		102,607			86,221
Investor relations, corporate development and marketing communications		3,075,802			568,813
Professional fees		672,039			476,427
Salaries and directors fees		1,024,768			269,638
Share-based payments (Note 20(d))		5,154,642			1,267,851
Transfer agent and filing fees		189,355			107,400
Travel and accommodation		368,262			178,115
Loss before other items		(11,433,306	)		(3,486,599	)


Charge related to public company listing (Note 4)		-			(655,130	)

Foreign exchange gain (loss)		980,590			(271,659	)
Gain on divestiture of subsidiaries (Note 12)		806,714			-
Gain on debt settlement		3,408			99,764
Marketable securities fair value adjustment (Note 14)		(1,071,944	)		-
Interest and other expenses		(219,183	)		(209,044	)
Interest and other income		263,912			7,155
Write-down of mineral properties (Note 15)		(485,114	)		(566,544	)

Net loss for the year	$	(11,154,923	)	$	(5,082,057	)

Other comprehensive (loss) income
Items that may be reclassified to profit or loss:
Reclassification of currency translation adjustment on divestiture of subsidiaries (note 12)		(1,021,847	)		1,424,729
Currency translation adjustment		(361,723	)		-

Other comprehensive (loss) income		(1,383,570	)		1,424,729

Total comprehensive loss for the year	$	(12,538,493	)	$	(3,657,328	)

Basic and diluted loss per share	$	(0.03	)	$	(0.05	)

Weighted average number of shares outstanding – Basic and Diluted		438,644,487			105,473,169

The accompanying notes are an integral part of these consolidated financial statements.

FIRST MINING FINANCE CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015
(Expressed in Canadian dollars unless otherwise noted)

		Year ended December 31,
		2016			2015
Cash flows from operating activities
Net loss for the year	$	(11,154,923	)	$	(5,082,057	)
Adjustments for:
Depreciation		150,144			6,910
Charge related to public company listing (Note 4)		-			655,130
Unrealized foreign exchange (gain) loss		(1,023,426	)		268,181
Gain on divestiture of subsidiaries (Note 12)		(806,714	)		-
Marketable securities fair value adjustment (Note 14)		1,071,944			-
Share-based payments (Note 20(d))		5,154,642			1,267,851
Net accrued interest (income) expense		42,699			-
Other miscellaneous		69,305			128,143
Write-down of mineral properties (Note 15)		485,114			566,544
Operating cash flows before movements in working capital		(6,011,215	)		(2,189,298	)
Changes in non-cash working capital items:
Decrease (increase) in accounts receivable		1,397,223			(106,251	)
Increase in prepaid expenditures		(195,678	)		(123,655	)
(Increase) decrease in accounts payables and accrued liabilities		(2,269,876	)		178,139
Total cash used in operating activities		(7,079,546	)		(2,241,065	)
Cash flows from investing activities
Property and equipment purchases		(456,895	)		(8,601	)
Mineral property expenditures (Note 15)		(4,052,848	)		(1,567,255	)
Other receivables or payments recovered		8,886			168,741
Increase (decrease) in deferred acquisition costs		122,913			(77,913	)
Purchase of marketable securities		(549,740	)		-
Cash expended in acquisitions
Goldrush transaction costs (Note 7)		(101,515	)		-
Clifton transaction costs (Note 8)		(221,975	)		-
Pitt Gold transaction costs (Note 9)		(48,434	)		-
Cameron Gold transaction costs (Note 10)		(151,386	)		-
Tamaka transaction costs (Note 11)		(1,504,342	)		-
Coastal Gold transaction costs (Note 5)		-			(2,273,541	)
Gold Canyon transaction costs (Note 6)		-			(700,041	)
PC Gold transaction costs (Note 6)		-			(1,103,261	)
Cash paid in Pitt Gold acquisition (Note 9)		(250,000	)		-
Cash acquired in acquisitions		14,243,523			247,840
Total cash provided by (used in) investing activities		7,038,187			(5,314,031	)
Cash flows from financing activities
Issuance of shares for cash in private placement (Note 20(b))		27,000,000			5,024,965
Cash share issuance costs		(157 193	)		(546,385	)
Release of restricted cash		-			2,723,750
Cash acquired in reverse takeover, net of transaction costs		-			43,278
Proceeds from exercise of warrants and share options		6,581,962			344,436
(Repayments of) proceeds from loans payable (Note 18)		(467,623	)		635,550
Repayment of debenture and interest liability		(414,552	)		-
Total cash provided by financing activities		32,542,594			8,225,594
Foreign exchange effect on cash		(27,396	)		(26,804	)
Change in cash and cash equivalents		32,473,839			643,694
Cash and cash equivalents, beginning		683,608			39,914
Cash and cash equivalents, ending	$	33,157,447		$	683,608
Supplemental cash flow information (Note 24)

The accompanying notes are an integral part of these consolidated financial statements.

FIRST MINING FINANCE CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015
(Expressed in Canadian dollars unless otherwise noted)

												Share-			Accumulated
	Number of											based			other
	common		Capital			Shares to			Warrant			payment			comprehensive			Accumulated
	shares		stock			be issued			reserve			reserve			income			deficit			Total

Balance as at December 31, 2014	46,083,730	$	9,047,179		$	2,723,750		$	34,481		$	239,935		$	667,513		$	(5,062,184	)	$	7,650,674
Shares issued from private placement	12,562,412		5,024,965			-			-			-			-			-			5,024,965
Less: issue costs – cash	-		(546,385	)		-			-			-			-			-			(546,385	)
Less: issue costs – non-cash	-		(105,946	)		-			105,946			-			-			-			-
Conversion of subscription receipts	10,895,000		2,723,750			(2,723,750	)		-			-			-			-			-
Shares issued on settlement of debt	2,633,389		823,378			-			-			-			-			-			823,378
Shares of Albion upon RTO (Note 4)	2,692,124		673,031			-			-			-			-			-			673,031
Share-based payments	-		-			-			-			1,267,851			-			-			1,267,851
Shares issued on acquisition of Coastal Gold (Note 5)	27,499,461		14,024,725			-			-			-			-			-			14,024,725
Options issued on acquisition of Coastal Gold Note 5)	-		-			-			-			265,549			-			-			265,549
Shares issued on acquisition of PC Gold (Note 6)	28,575,806		11,430,322			-			-			-			-			-			11,430,322
Options issued on acquisition of PC Gold (Note 6)	-		-			-			-			377,718			-			-			377,718
Warrants issued on acquisition of PC Gold (Note 6)	-		-			-			1,478,683			-			-			-			1,478,683
Shares issued on acquisition of Gold Canyon (Note 6)	161,200,447		61,256,170			-			-			-			-			-			61,256,170
Options issued on acquisition of Gold Canyon Note 6)	-		-			-			-			1,061,683			-			-			1,061,683
Warrants issued on acquisition of Gold Canyon Note 6)	-		-			-			3,084,915			-			-			-			3,084,915
Exercise of options	1,039,090		482,146			-			-			(181,090	)		-			-			301,056
Exercise of warrants	108,450		61,796			-			(18,416	)		-			-			-			43,380
Loss for the year	-		-			-			-			-			-			(5,082,057	)		(5,082,057	)
Currency translation adjustment	-		-			-			-			-			1,424,729			-			1,424,729
Balance as at December 31, 2015	293,289,909	$	104,895,131		$	-		$	4,685,609		$	3,031,646		$	2,092,242		$	(10,144,241	)	$	104,560,387

Shares issued from private placement (Note 20(b))	33,750,000		21,667,853			-			5,174,954			-			-			-			26,842,807
Shares issued on settlement of debt (Note 24)	2,117,509		1 921 927			-			-			-			-			-			1,921,927
Shares issued on acquisition of Goldrush (Note 7)	11,950,223		4,780,089			-			-			-			-			-			4,780,089
Warrants issued on acquisition of PC Gold (Note 6)	-		-			-			153,120			-			-			-			153,120
Shares issued on acquisition of Clifton (Note 8)	48,209,962		19,766,084			-			-			-			-			-			19,766,084
Options issued on acquisition of Clifton (Note 8)	-		-			-			-			528,208			-			-			528,208
Shares issued on acquisition of Pitt Gold (Note 9)	2,535,293		1,749,352			-			-			-			-			-			1,749,352
Shares issued on acquisition of Cameron Gold Note 10)	32,260,836		25,808,669			-			-			-			-			-			25,808,669
Shares issued on acquisition of Tamaka (Note 11)	92,475,689		69,356,767			-			-			-			-			-			69,356,767
Options issued on acquisition of Tamaka (Note 11)	-		-			-			-			2,928,241			-			-			2,928,241
Warrants issued on acquisition of Tamaka (Note 11)	-		-			-			8,633,830			-			-			-			8,633,830
Exercise of options (Note 20(d))	10,923,681		6,609,428			-			-			(3,061,121	)		-			-			3,548,307
Exercise of warrants (Note 20(c))	11,926,634		6,320,904			-			(3,287,249	)		-			-			-			3,033,655
Share-based payments (Note 20(d))	-		-			-			-			5,154,642			-			-			5,154,642
Loss for the period	-		-			-			-			-			-			(11,154,923	)		(11,154,923	)
Currency translation adjustment	-		-			-			-			-			(1,383,570	)		-			(1,383,570	)
Balance as at December 31, 2016	539,439,736	$	262,876,204		$	-		$	15,360,264		$	8,581,616		$	708,672		$	(21,299,164	)	$	266,227,592

The accompanying notes are an integral part of these consolidated financial statements.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

1. NATURE OF OPERATIONS

First Mining Finance Corp. (formerly Albion Petroleum Ltd. (“Albion”)) (the “Company” or “First Mining”) was incorporated pursuant to the provisions of the Business Corporations Act (Alberta) on April 4, 2005 and completed its initial public offering as a Capital Pool Company (“CPC”) on September 30, 2005. As a CPC, the Company’s only business had been to identify and evaluate businesses or assets with a view of completing a Qualifying Transaction.

On March 30, 2015, the Company completed the acquisition of all of the issued and outstanding shares of a private company, KCP Minerals Inc. (“KCP”) (formerly Sundance Minerals Ltd. (“Sundance”)) through a reverse takeover arrangement (the “RTO”), constituting its Qualifying Transaction under the applicable policies of the TSX Venture Exchange (“TSXV”). Upon completion of the RTO, the shareholders of KCP obtained control of the consolidated entity. Under the purchase method of accounting, KCP was identified as the acquirer, and accordingly the entity is considered to be a continuation of KCP with the net assets of the Company at the date of the RTO deemed to have been acquired by KCP (Note 4). The 2015 comparative figures in the consolidated financial statements include the results of operations of KCP prior to the RTO date of March 30, 2015.

The Company’s principal activity is the acquisition of high-quality mineral assets and exploration and evaluation of its North American property portfolio. During the year ended December 31, 2015, the Company acquired Coastal Gold Corp. (“Coastal Gold”) on July 7, 2015, Gold Canyon Resources Inc. (“Gold Canyon”) on November 13, 2015, and PC Gold Inc. (“PC Gold”) on November 16, 2015. During the year ended December 31, 2016, the Company completed acquisitions of Goldrush Resources Ltd. (“Goldrush”) on January 7, 2016, Clifton Star Resources Inc. (“Clifton”) on April 8, 2016, the Pitt Gold exploration property from Brionor Resources Inc. (“Brionor”) on April 28, 2016, Cameron Gold Operations Ltd. (”Cameron Gold’’) from Chalice Gold Mines Ltd. (“Chalice”) on June 9, 2016, and Tamaka Gold Corporation (“Tamaka”) on June 16, 2016. On September 26, 2016, the Company completed the divestiture of three Mexican silver exploration properties to Silver One Resources Inc. (“Silver One”). Subsequent to December 31, 2016, the Company announced the acquisitions of mining claims located near Pickle Lake, Ontario and in the Township of Duparquet, Quebec, which are adjacent to two of the Company’s existing properties.

First Mining is a public company which is listed on the TSXV 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 located at 925 West Georgia Street, Suite 1805, Vancouver, British Columbia, Canada, V6C 3L2.

2. BASIS OF PRESENTATION

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), effective for the Company’s reporting for the year ended December 31, 2016.

These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit or loss, which are stated at their fair value. The consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company’s Canadian entities. The functional currency of the Company’s non-Canadian subsidiaries is US dollars.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

2. BASIS OF PRESENTATION (continued)

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 Company’s principal material subsidiaries are as follows:

Name	Place of	Ownership
First Mining Finance Corp.	Canada	Parent
Cameron Gold Operations Ltd.	Canada	100%
Coastal Gold Corp.	Canada	100%
Duquesne Gold Mines Inc.	Canada	100%
Gold Canyon Resources Inc.	Canada	100%
Goldlund Resources Inc.	Canada	100%
PC Gold Inc.	Canada	100%
Ridgemont Iron Ore Corp.	Canada	100%
Impulsora de Proyectos Mineros, S.A. de C.V.	Mexico	100%
Minera Teocuitla, S.A. de C.V.	Mexico	100%
Sundance Minerals USA Inc.	USA	100%

The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

These consolidated financial statements were approved by the Board of Directors on March 24, 2017.

3. ACCOUNTING POLICIES

These consolidated financial statements have been prepared using the following accounting policies:

Change in Presentation and Functional Currency
These consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company’s parent as well as the Company’s Canadian subsidiaries. The functional currency of the Company’s non-Canadian subsidiaries is US dollars.

The functional currency of both the parent company and the Canadian subsidiaries changed from US to Canadian dollars effective July 1, 2015. At that time, this change reflected the Company’s financing and development activities which are predominently in Canadian dollars. Concurrent with the change in functional currency, on July 1, 2015, the Company changed its presentation currency from US dollars to Canadian dollars. The change in presentation currency was consistent with the Company’s business activities and as described above.

In making this change to the Canadian dollar presentation currency, the Company followed the guidance in IAS 21 The Effects of Changes in Foreign Exchange Rates (“IAS 21”) and has thus applied the change retrospectively.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

3. ACCOUNTING POLICIES (continued)

Mineral Properties
Once the legal right to explore a property has been acquired, costs directly related to exploration and evaluation expenditures (“E&E”) are recognized and capitalized, in addition to the acquisition costs. These direct expenditures include such costs as mineral concession taxes, option payments, wages and salaries, surveying, geological consulting and laboratory, field supplies, travel and administration. Costs not directly attributable to exploration and evaluation activities, including general administrative overhead costs, are expensed in the period in which they are incurred.

Interests in mineral properties, held through minority interest in equity investment, are classified as “mineral property investments” and recorded at fair value, with changes in fair value recorded through profit or loss, where the Company does not have the right to explore such mineral properties.

The Company may occasionally enter into option or royalty arrangements, whereby the Company will transfer part of its mineral properties, as consideration, for an agreement by the transferee to meet certain exploration and evaluation expenditures which would have otherwise been undertaken by the Company. The Company does not record any expenditures made by the optionee on its behalf. Any cash consideration received from the agreement is credited against the costs previously capitalized to the mineral interest given up by the Company, with any excess cash accounted for as a gain on disposal. The fair value of net smelter return royalties acquired by the Company will be assessed at least annually or when circumstances dictate.

The Company assesses exploration and evaluation assets for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and value in use.

Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development and is classified as ‘mines under construction’. Exploration and evaluation assets are also tested for impairment before the assets are transferred to development properties.

Impairment of Non-Financial Assets
Impairment tests on intangible assets with indefinite useful economic lives are undertaken annually at the financial year-end. Other non-financial assets, including mineral properties are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. An impairment loss is charged to profit or loss.

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash flows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at a cash-generating unit level.

Impairment reviews for exploration and evaluation assets are carried out on a property by property basis, with each property representing a single cash generating unit. An impairment review is undertaken when indicators of impairment arise, but typically when one of the following circumstances apply:

The right to explore the area has expired or will expire in the near future with no expectation of renewal;
Exploration and retention costs associated with royalty and concession tax payments are neither planned nor budgeted;
No commercially viable deposits have been discovered, and the decision had been made to discontinue exploration in the area; and
Sufficient work has been performed to indicate that the carrying amount of the expenditure carried as an asset will not be fully recovered.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

3. ACCOUNTING POLICIES (continued)

Property and equipment
Property and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation and, where applicable, the initial estimation of any asset retirement obligation. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset.

Depreciation is recognized in profit or loss on a straight-line basis over the following estimated useful lives:

Buildings	10 years
Machinery and equipment	5 years
Furniture and fixtures	5 years
Vehicles	5 years
Computer equipment	3 years

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

Business Combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration of each business combination is measured, at the date of the exchange, as the aggregate of the fair value of assets given, liabilities incurred or assumed, and equity instruments issued by the Company in exchange for control of the acquiree. Under the guidance of IFRS 10 Consolidated Financial Statements, control is established by having power over the acquiree, exposure or rights to variable returns from its involvement with the acquiree, and the ability to use its power over the acquiree to affect the amount of the acquiror’s returns. The acquiree’s identifiable assets, liabilities and contingent liabilities are recognized at their fair value at the acquisition date. During the years ended December 31, 2016 and December 31, 2015, the Company’s eight acquisitions (Coastal, Gold Canyon, PC Gold, Goldrush, Clifton, Pitt Gold, Cameron Gold, and Tamaka) were recorded as asset acquisitions given they were not considered to be businesses when applying the guidance within IFRS 3, Business Combinations (“IFRS 3”).

Financial Instruments
All financial instruments are classified into one of the following categories:

(a) Financial assets or financial liabilities at fair value through profit or loss (“FVTPL”)

Financial assets and financial liabilities classified as FVTPL are acquired or incurred principally for the purpose of selling or repurchasing them in the near term. They are initially recognized at fair value based on market prices, with any subsequent fair value gains and losses reflected in net income (loss) for the period in which they arise.

The marketable securities and mineral property investments are classified as FVTPL and are measured at fair value.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

3. ACCOUNTING POLICIES (continued)

Financial Instruments (continued)
(b) Loans and receivables

Loans and receivables are initially recognized at fair value plus transaction costs that are directly attributable to their acquisition or issue and subsequently carried at amortized cost, using the effective interest rate method, less any allowance for impairment.

Cash and cash equivalents are classified as loans and receivables. Cash equivalents include highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

Accounts and other receivables and reclamation deposit are also classified as loans and receivables.

Financial liabilities classified as other financial liabilities are initially recognized at fair value less directly attributable transaction costs and subsequently carried at amortized cost, using the effective interest rate method.

Accounts payable and accrued liabilities, loans payable and debenture liability are classified as other financial liabilities. Accounts payable and accrued liabilities are obligations to pay for materials or services that have been acquired in the ordinary course of business from suppliers with payments due within the next 12 months. Loans payable and debenture liability are interest bearing promissory notes issued by the Company to another entity or individual that are repayable on demand or over an agreed period of time.

Environmental Reclamation Provision
The Company is subject to various government laws and regulations relating to environmental disturbances caused by exploration and evaluation activities. The present value of the estimated costs of legal and constructive obligations required to restore the exploration sites is recognized in the year in which the obligation is incurred. The nature of the reclamation activities includes restoration and re-vegetation of the affected exploration sites.

A reclamation provision generally arises when the environmental disturbance is subject to government laws and regulations. When a liability is recognized, the present value of the estimated costs is capitalized by increasing the carrying amount of the related exploration properties. Over time, the discounted liability is increased for the changes in present value based on current market discount rates and liability specific risks.

Additional environment disturbances or changes in reclamation costs will be recognized as additions to the corresponding assets and reclamation provision in the year in which they occur.

Income Taxes
Income tax expense comprises of current and deferred tax. Current tax and deferred tax are recognized in net income except to the extent that it relates to a business combination or items recognized directly in equity or in other comprehensive loss.

Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

3. ACCOUNTING POLICIES (continued)

Income Taxes (continued)
Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss.

Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting year the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Share Capital
Equity instruments are contracts that give a residual interest in the net assets of the Company. Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company’s common shares are classified as equity instruments.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Loss per Share
Basic loss per share is calculated by dividing the net loss for the year by the weighted average number of shares outstanding during the year. Diluted loss per share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of shares outstanding used in the calculation of diluted income or loss per share assumes that the deemed proceeds received from the exercise of stock options, share purchase warrants and their equivalents would be used to repurchase common shares of the Company at the average market price during the year, if they are determined to have a dilutive effect. Existing stock options and share purchase warrants have not been included in the current year computation of diluted loss per share as to do so would be anti-dilutive. Accordingly, the current year basic and diluted losses per share are the same.

Share-based Payments
Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive loss over the vesting period. Performance vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether these vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of comprehensive loss over the remaining vesting period.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

3. ACCOUNTING POLICIES (continued)

Share-based Payments (continued)
Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received in the statement of comprehensive loss. Options or warrants granted related to the issuance of shares are recorded as a reduction of share capital.

When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.

All equity-settled share-based payments are reflected in share-based payment reserve, until exercised. Upon exercise, shares are issued from treasury and the amount reflected in contributed surplus is credited to share capital, together with any consideration paid.

Where a grant of options is cancelled or settled during the vesting period, excluding forfeitures when vesting conditions are not satisfied, the Company immediately accounts for the cancellation as an acceleration of vesting and recognizes the amount that otherwise would have been recognized for services received over the remainder of the vesting period. Any payment made to the employee on cancellation is accounted for as the repurchase of an equity interest except to the extent the payment exceeds the fair value of the equity instrument granted, measured at the repurchase date. Any such excess is recognized as an expense.

Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segment.

Critical Judgments in Applying Accounting Policies
The critical judgments that the Company’s management has made in the process of applying the Company’s accounting policies with the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:

Economic Recoverability and Probability of Future Economic Benefits of Mineral Properties
Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geological, technical and economic factors as well as data regarding quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and foreign exchange rates. This process may require complex and difficult geological judgements to interpret data. The Company uses qualified persons (as defined by Canadian Securities Administrators’ National Instrument 43-101) to compile this data.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

3. ACCOUNTING POLICIES (continued)

Critical Judgments in Applying Accounting Policies (Continued)

Determining if an Acquisition is a Business Combination or an Asset Acquisition
With each acquisition, the Company has to determine whether it should be accounted for as a business combination or an asset acquisition. As dictated by IFRS 3, the components of a business must include inputs, processes and outputs. Management has assessed its acquisitions and has concluded that each did not include all the necessary components of a business. As such, they have been recorded as asset acquisitions, being the purchase of mineral properties and/or working capital.

Identifying the Acquirer in an Acquisition
The Company must determine whether it is the acquirer or acquiree in each acquisition. Under IFRS 3, the acquirer is the entity that obtains control of the acquiree in the acquisition. If it is not clear which company is the acquirer, additional information must be considered, such as the combined entity’s relative voting rights, existence of a large minority voting interest, composition of the governing body and senior management, and the terms behind the exchange of equity interests.

Determining Amount and Timing of Reclamation Provision
Reclamation provision represents the present value of estimated future costs for the reclamation of the Company’s mineral properties. These estimates include assumptions as to the future activities, cost of services, timing of the reclamation work to be performed, inflation rates, exchange rates and interest rates. The actual cost to reclaim a mine may vary from the estimated amounts because there are uncertainties in factors used to estimate the cost and potential changes in regulations or laws governing the reclamation of a mineral property. Management periodically reviews the reclamation requirements and adjusts the liability as new information becomes available and will assess the impact of new regulations and laws as they are enacted.

Key Sources of Estimation Uncertainty
The preparation of consolidated financial statements requires that the Company’s management make assumptions and estimates of effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Actual future outcomes could differ from present estimates and assumptions, potentially having material future effects on the Company’s consolidated financial statements. Estimates are reviewed on an ongoing basis and are based on historical experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities are as follows:

Impairment of Mineral Properties
Expenditures on mineral properties are capitalized. The Company makes estimates and applies judgment about future events and circumstances in determining whether the carrying amount of a mineral property exceeds its recoverable amount.

Deferred income taxes
Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates at the reporting date in effect for the period in which the temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. The recognition of deferred income tax assets is based on the assumption that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

3. ACCOUNTING POLICIES (continued)

Key Sources of Estimation Uncertainty (Continued)

Share-based Payments
Share-based payments are determined using the Black-Scholes option pricing model based on estimated fair values of all share-based awards at the date of grant and are expensed to the statement of net loss and comprehensive loss over each award’s vesting period. The Black-Scholes option pricing model utilizes subjective assumptions such as expected price volatility, expected life of the option, risk free interest rates, and forfeiture rates. Changes in these input assumptions can significantly affect the fair value estimate.

Financial assets
The Company makes estimates and assumptions that affect the carrying value of its financial assets. Certain financial assets are designated as fair value through profit and loss, and management needs to determine the fair value based on various estimates and assumptions including equity prices, commodity prices, and other unobservable market data. Changes to these estimates and assumptions could result in the fair value being less than or greater than the amount recorded.

Accounting Standards Issued But Not Yet Applied
The following are accounting standards anticipated to be effective January 1, 2017 or later:

IFRS 12 Disclosure of Interests in Other Entities
IFRS 12 has amendments to clarify that the disclosures requirements of IFRS 12 are applicable to interest in entities classified as held for sale except for summarised financial information (paragraph B17 of IFRS 12). The amendments are effective for annual periods beginning on or after January 1, 2017. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

IAS 7 Statement of Cash Flows
The amendments require entities to provide disclosures about changes in their liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). The amendments are effective for annual periods beginning on or after January 1, 2017. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

IAS 12 Income Taxes
IAS 12 has amendments to clarify the accounting for deferred tax assets for unrealised losses on debt instruments measured at fair value. The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explains in which circumstances taxable profit may include the recovery of some assets for more than their carrying amount. Application of the standard is mandatory for annual periods beginning on or after January 1, 2017. Currently, no impact on the Company’s consolidated financial statements is expected.

IFRS 2 Share-based Payments
The IASB issued amendments to IFRS 2 in relation to classification and measurement of share-based payment transactions. The amendments address three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction, the classification of a share-based payment transaction with net settlement features for withholding tax obligations, and the accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash-settled to equity-settled. The amendments are effective for annual periods beginning on or after January 1, 2018. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

3. ACCOUNTING POLICIES (continued)

Accounting Standards Issued But Not Yet Applied (Continued)

IFRS 9 Financial Instruments
IFRS 9 will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 utilizes a single approach to determine whether a financial asset is measured at amortized cost or fair value and a new mixed measurement model for debt instruments having only two categories: amortized cost and fair value. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. It also introduces a new expected loss impairment model and limited changes to the classification and measurement requirements for financial assets. Application of the standard is mandatory for annual periods beginning on or after January 1, 2018, with early application permitted. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

IFRS 15 Revenue from Contracts with Customers
IFRS 15 will replace IAS 18 Revenue, IAS 11 Construction Contracts, and related interpretations on revenue. IFRS 15 establishes a single five-step model framework for determining the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer. Application of the standard is mandatory for annual periods beginning on or after January 1, 2018, with early application permitted. Currently, no impact on the Company’s consolidated financial statements is expected.

IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration
The interpretation clarifies that in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognises the nonmonetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine a date of the transactions for each payment or receipt of advance consideration. The interpretation is effective for annual periods beginning on or after January 1, 2018. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

IFRS 16 Leases
IFRS 16 will replace IAS 17 Leases. IFRS 16 specifies how to recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Application of the standard is mandatory for annual periods beginning on or after January 1, 2019, with early application permitted. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

4. REVERSE TAKEOVER TRANSACTION

On July 1, 2014, Albion and Sundance entered into an Arrangement Agreement (“Arrangement”), whereby Albion would acquire all of the issued and outstanding shares of Sundance, in exchange for shares of the resulting entity.

On March 11, 2015, Sundance Minerals Ltd. was renamed as KCP Minerals Inc. and on March 30, 2015, Albion Petroleum Ltd. completed the acquisition of all of the issued and outstanding shares of KCP Minerals Inc. on a 1:1 basis, constituting a qualifying transaction under the applicable policies of the TSX Venture Exchange. On the same day, Albion Petroleum Ltd. was renamed as First Mining Finance Corp. Prior to completion of the transaction, Albion consolidated all of its issued and outstanding shares on a four-for-one basis.

In accordance with IFRS 3, the substance of the transaction was a reverse takeover (“RTO”) of a non-operating company. The transaction does not constitute a business combination since Albion does not meet the definition of a business under IFRS 3. As a result, the transaction is accounted for as an asset acquisition with KCP being identified as the acquirer (legal subsidiary) and Albion being treated as the accounting subsidiary (legal parent) with the transaction being measured at the fair value of the equity consideration issued to Albion.

The net assets acquired was the fair value of the net assets of Albion, which on March 30, 2015 was $67,917.

The amount was calculated as follows:


Cash and cash equivalents	$	93,294
Accounts receivable		2,624
Accounts payable and accrued liabilities		(28,001	)
Net assets acquired	$	67,917
Fair value of 2,692,124 shares issued by KCP at $0.25 per share		673,031
Fair value of consideration paid in excess of net assets acquired		605,114
Transaction costs related to acquisition		50,016
Charge related to public company listing	$	655,130

5. ACQUISITION OF COASTAL GOLD CORP.

On July 7, 2015, the Company completed the acquisition of all of the outstanding common shares of Coastal Gold Corp. (“Coastal”) on the basis of 0.1625 common share of the Company for each Coastal common share (the “Transaction”). The Transaction was conducted by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario), which resulted in Coastal becoming a wholly-owned subsidiary of the Company.

For accounting purposes, the acquisition of Coastal has been recorded as an asset acquisition as Coastal is not considered to be a business when applying the guidance within IFRS 3.

Consideration paid:


Fair value of 27,499,461 common shares issued	$	14,024,725
Fair value of options issued by the Company		265,549
Transaction costs incurred by the Company		2,273,541
Total consideration paid	$	16,563,815

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

5. ACQUISITION OF COASTAL GOLD CORP. (continued)

The fair value of identifiable assets acquired and liabilities assumed from Coastal were as follows:


Cash	$	68,933
Receivables and prepaids		98,219
Mineral properties		17,466,287
Equipment		84,340
Accounts payable and accrued liabilities		(1,153,964	)
Net identifiable assets acquired	$	16,563,815

6. ACQUISITION OF GOLD CANYON RESOURCES INC. AND PC GOLD INC.

On November 13, 2015 the Company completed the acquisition of all of the issued and outstanding common shares of Gold Canyon Resources Inc. (“Gold Canyon”), and on November 16, 2015 all of the issued and outstanding common shares of PC Gold Inc. (“PC Gold”). Under the Agreements, shareholders of Gold Canyon received one common share of the Company for each Gold Canyon share held, in addition to shares in a newly formed spinout company (“Irving Resources Inc.”), which holds certain non-gold exploration assets previously held by Gold Canyon, and is an unrelated entity. Shareholders of PC Gold received 0.2571 common shares of the Company for each PC Gold share. The Transactions were conducted by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) in the case of Gold Canyon, and under the Business Corporations Act (Ontario) in the case of PC Gold, which resulted in both Gold Canyon and PC Gold becoming wholly-owned subsidiaries of the Company.

For accounting purposes, the acquisitions of both Gold Canyon and PC Gold have been recorded as asset acquisitions as neither company is considered to be a business when applying the guidance within IFRS 3.

Gold Canyon

Consideration paid:


Fair value of 161,200,447 common shares issued	$	61,256,170
Fair value of options issued by the Company		1,061,683
Fair value of warrants issued by the Company		3,084,915
Transaction costs incurred by the Company		700,041
Total consideration paid	$	66,102,809

The fair value of identifiable assets acquired and liabilities assumed from Gold Canyon were as follows:


Cash	$	178,592
Receivables and prepaids		162,638
Mineral properties		66,170,491
Accounts payable and accrued liabilities		(408,912	)
Net identifiable assets acquired	$	66,102,809

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

6. ACQUISITION OF GOLD CANYON RESOURCES INC. AND PC GOLD INC. (continued)

PC Gold

Consideration paid:


Fair value of 28,575,806 common shares issued	$	11,430,322
Fair value of options issued by the Company		377,718
Fair value of warrants issued by the Company		1,631,803
Shares issued for debt (1,057,522 shares @ $0.40 per share)		423,009
Transaction costs incurred by the Company		1,103,261
Total consideration paid	$	14,966,113

During 2016, Management identified additional replacement broker warrants with a fair value of $153,120 had been issued prior to the acquisition. These replacement broker warrants were fully exercised during 2016.

The fair value of identifiable assets acquired and liabilities assumed from PC Gold were as follows:


Cash	$	315
Receivables and prepaids		48,014
Mineral properties		15,308,538
Equipment		3,248
Reclamation deposit		113,325
Accounts payable and accrued liabilities		(199,765	)
Debenture liability		(307,562	)
Net identifiable assets acquired	$	14,966,113

7. ACQUISITION OF GOLDRUSH RESOURCES LTD.

On January 7, 2016, the Company completed the acquisition of all the outstanding common shares of Goldrush Resources Ltd. (“Goldrush”) on the basis of 0.0714 common shares in the capital of First Mining for each Goldrush share by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the ”Goldrush Transaction”). The Goldrush Transaction was conducted by way of a court-approved plan of arrangement, which resulted in Goldrush becoming a wholly-owned subsidiary of First Mining. No replacement options or warrants were required as part of the Goldrush Transaction.

For accounting purposes, the acquisition of Goldrush has been recorded as an asset acquisition as Goldrush is not considered to be a business when applying the guidance within IFRS 3 Business Combinations (“IFRS 3”).

Consideration paid:


Fair value of 11,950,223 common shares issued	$	4,780,089
Transaction costs incurred by the Company		101,515
Total consideration paid	$	4,881,604

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

7. ACQUISITION OF GOLDRUSH RESOURCES LTD. (continued)

The fair value of identifiable assets acquired and liabilities assumed from Goldrush were as follows:


Cash	$	3,446,574
Accounts and other receivables		1,077,817
Prepaid expenditures		22,745
Mineral properties		361,894
Accounts payable and accrued liabilities		(27,426	)
Net identifiable assets acquired	$	4,881,604

8. ACQUISITION OF CLIFTON STAR RESOURCES INC.

On April 8, 2016, the Company completed the acquisition of all the outstanding common shares of Clifton Star Resources Inc. and its subsidiaries (collectively, “Clifton”) on the basis of 1 common share in the capital of First Mining for each Clifton share by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the ”Clifton Transaction”). The Clifton Transaction was conducted by way of a court-approved plan of arrangement, which resulted in Clifton becoming a wholly-owned subsidiary of First Mining.

For accounting purposes, the acquisition of Clifton has been recorded as an asset acquisition as Clifton is not considered to be a business when applying the guidance within IFRS 3.

Consideration paid:


Fair value of 48,209,962 common shares issued	$	19,766,084
Fair value of options issued by the Company		528,208
Transaction costs incurred by the Company		221,975
Total consideration paid	$	20,516,267

The fair value of identifiable assets acquired from Clifton were as follows:


Cash	$	10,756,645
Accounts and other receivables		284,806
Prepaid expenditures		17,259
Equipment		60,153
Mineral properties		4,980,624
Mineral property investments		4,416,780
Identifiable assets acquired	$	20,516,267

Clifton has a 100% interest in three properties, the Duquesne, the Joutel, and the Morris gold projects. In addition, Clifton has a 10% equity interest in the shares of Beattie Gold Mines Ltd., 2699681 Canada Ltd., and 2588111 Manitoba Ltd. which directly or indirectly own various mining concessions and surface rights, collectively known as the Duparquet gold project. All properties are located within the Abitibi Greenstone Belt in Quebec. Due to the early stage of the Joutel and Morris properties, no amounts have been capitalized to mineral properties as at December 31, 2016.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

9. ACQUISITION OF THE PITT GOLD PROPERTY

On April 28, 2016, the Company completed the acquisition of the Pitt Gold Property from Brionor Resources Inc. (“Brionor”). The aggregate purchase price was $2,047,786, satisfied through the issuance of 2,535,293 First Mining common shares to Brionor as well as $250,000 in cash.

For accounting purposes, the acquisition of the Pitt Gold Property has been recorded as an asset acquisition as the Pitt Gold Property is not considered to be a business when applying the guidance within IFRS 3.

Consideration paid:


Fair value of 2,535,293 common shares issued	$	1,749,352
Cash paid		250,000
Transaction costs incurred by the Company		48,434
Total consideration paid	$	2,047,786

The fair value of identifiable assets acquired from Brionor were as follows:

Mineral properties	$	2,047,786
Identifiable assets acquired	$	2,047,786

10. ACQUISITION OF THE CAMERON GOLD PROJECT

On June 9, 2016, the Company completed the acquisition of Cameron Gold Operations Ltd. (”Cameron Gold”), a wholly-owned subsidiary of Chalice Gold Mines Limited (”Chalice”), which owns the Cameron Gold project located in Ontario, in exchange for 32,260,836 common shares of First Mining (the “Cameron Transaction”). The Cameron Transaction resulted in Cameron Gold Operations Ltd. becoming a wholly-owned subsidiary of First Mining.

For accounting purposes, the acquisition of Cameron Gold has been recorded as an asset acquisition as Cameron Gold is not considered to be a business when applying the guidance within IFRS 3.

Consideration paid:


Fair value of 32,260,836 common shares issued	$	25,808,669
Transaction costs incurred by the Company		151,386
Total consideration paid	$	25,960,055

The fair value of identifiable assets acquired and liabilities assumed from Cameron Gold were as follows:


Accounts and other receivables	$	2,632
Equipment		158,231
Mineral properties		25,799,192
Identifiable assets acquired	$	25,960,055

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

11. AMALGAMATION WITH TAMAKA GOLD CORPORATION

On June 16, 2016, the Company, through a wholly-owned subsidiary, completed its amalgamation with Tamaka Gold Corp. (“Tamaka”) and received all the outstanding common shares of this privately held mineral exploration company, which owns the Goldlund project located in northwestern Ontario, in exchange for 92,475,689 common shares of First Mining (the “Tamaka Transaction”). The Tamaka Transaction was conducted by way of an amalgamation arrangement, which ultimately resulted in Tamaka becoming a wholly-owned subsidiary of First Mining.

For accounting purposes, the amalgamation with Tamaka has been recorded as an asset acquisition as Tamaka is not considered to be a business when applying the guidance within IFRS 3.

Consideration paid:


Fair value of 92,475,689 common shares issued	$	69,356,767
Fair value of options issued by the Company		2,928,241
Fair value of warrants issued by the Company		8,633,830
Transaction costs incurred by the Company		2,643,915
Total consideration paid	$	83,562,753

The fair value of identifiable assets acquired and liabilities assumed from Tamaka were as follows:

Cash	$	40,304
Accounts and other receivables		991,453
Equipment		77,022
Mineral properties		84,859,301
Accounts payable		(298,956	)
Debenture liability (Note 19)		(2,106,371	)
Net identifiable assets acquired	$	83,562,753

12. DIVESTITURE OF SUBSIDIARIES

On September 26, 2016, the Company completed its divestiture transaction (the “Silver One Transaction”) with Silver One Resources Inc., an exploration company publicly listed on the TSXV, by selling the Company’s 100% wholly owned subsidiary, KCP Minerals Inc., including its interest in the Peñasco Quemado, the La Frazada and the Pluton mineral properties (collectively, the “Properties”), in exchange for six million common shares of Silver One and a 2.5% net smelter return royalty (“NSR”) on the Properties.

The Silver One Transaction resulted in an accounting gain of $806,714 based on the $6,360,000 fair value total proceeds received, less the carrying value of the disposed net assets, including the Properties, of $5,519,756 and other transfer fees of $33,530. The total proceeds represented 6,000,000 common shares at $1.06 per share, being the closing share price on the day the Silver One Transaction completed. The Company did not assign any value to the NSR as it concluded that the risk-adjusted present value of expected proceeds from these cash streams was likely immaterial given the early stage and operational uncertainty of the Properties. The value of the NSR will be reassessed annually or earlier when circumstances dictate.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

12. DIVESTITURE OF SUBSIDIARIES (continued)

The divestiture of subsidiaries resulted in a reclassification of approximately $1.0 million in accumulated other comprehensive income, currency translation adjustment, into foreign exchange gain (loss) in the statements of net loss.

13. ACCOUNTS AND OTHER RECEIVABLES

Category		December 31,		December 31,
		2016		2015
Current
GST receivables	$	179,569	$	368,502
Quebec mining tax receivables		61,002		-
Other receivables⁽¹⁾		460,675		-
Nord Prognoz receivable⁽²⁾		671,350		-
Total current accounts and other receivables	$	1,372,596	$	368,502
Non-current
Mexican VAT receivable		67,976		138,166

Total accounts and other receivables	$	1,440,572	$	506,668

(1)	Current other receivables includes a balance of USD$250,000, which represents the consideration for title transfer of the Goldrush West Africa SARL Rima permit, and is expected to complete prior to June 30, 2017.

(2)	The Nord Prognoz receivable relates to USD$500,000 owing from Nord Prognoz Ltd (“Nord Prognoz”), as the residual consideration payable to Goldrush for the sale of its then wholly-owned subsidiary Goldrush Burkina SARL in 2014. The amount is held in escrow and subject to any deductions for certain liabilities that occurred prior to closing the Goldrush Burkina SARL transaction. Terms of the contract specify that the amount owing will be released from escrow on December 31, 2017.

14. MARKETABLE SECURITIES

All marketable securities owned by the Company are designated as fair value through profit and loss (“FVTPL”), with changes in fair value recorded through profit or loss.

Security		December 31,		December 31,
		2016		2015
Silver One Resources Inc. (TSX.V: SVE) (Note 12)	$	5,280,000	$	-
Other Marketable Securities		566,627		8,830
Total	$	5,846,627	$	8,830

During the year ended December 31, 2016, the Company recognized an unrealized loss of $1,071,944 (2015 – $nil) related to the fair value adjustments of its marketable securities.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

15. MINERAL PROPERTIES

As at December 31, 2016 and December 31, 2015, the Company has capitalized the following acquisition, exploration and evaluation costs on its mineral properties:

		Balance December 31, 2015		Acquisition			Concessions, taxes, and royalties		Wages and salaries		Drilling, exploration, and technical consulting		Assaying, field supplies, and environmental		Travel and other expenditures		Total expenditures		Option payments and expenditures recovered			Currency translation adjustments			Disposal or write-down of mineral properties			Balance Dec 31, 2016
Hope Brook	$	17,543,366	$	(45,000	)	$	38,900	$	7,492	$	25,718	$	19,081	$	5,740	$	96,931	$	-		$	-		$	-		$	17,595,297
Springpole		66,249,495		-			256,992		332,890		663,348		466,532		151,957		1,871,719		-			-			-			68,121,214
Pickle Crow		15,176,626		153,120			122,984		17,215		315,892		32,128		3,457		491,676		-			-			-			15,821,422
Duquesne		-		4,980,624			1,280		-		28,785		6,428		5,902		42,395		-			-			-			5,023,019
Pitt Gold		-		2,047,786			732		-		25,182		-		141		26,055		-			-			-			2,073,841
Cameron Gold		-		25,799,192			3,267		65,414		108,888		20,395		19,547		217,511		-			-			-			26,016,703
Goldlund Gold		-		84,859,301			3,151		71,374		92,629		64,009		12,826		243,989		-			-			-			85,103,290
Canada Total	$	98,969,487	$	117,795,023		$	427,306	$	494,385	$	1,260,442	$	608,573	$	199,570	$	2,990,276	$	-		$	-		$	-		$	219,754,786
Miranda		679,715		-			47,409		21,645		16,468		6,512		9,238		101,272		-			(20,601	)		-			760,386
Socorro		587,889		-			105,543		9,636		7,341		11,299		7,416		141,235		-			(17,498	)		-			711,626
San Ricardo		634,908		-			146,431		24,013		18,742		17,797		6,525		213,508		-			(18,957	)		-			829,459
Peñasco Quemado		2,783,382		-			105,726		6,308		-		-		242		112,276		-			(145,747	)		(2,749,911	)		-
La Frazada		1,891,699		-			1,845		-		-		-		-		1,845		-			(97,947	)		(1,795,597	)		-
Pluton		904,292		-			65,882		906		2,277		885		512		70,462		-			(35,518	)		(939,236	)		-
Others⁽¹⁾		460,099		-			287,236		12,121		3,985		1,217		5,501		310,060		(53,018	)		(14,620	)		-			702,521
Mexico Total	$	7,941,984	$	-		$	760,072	$	74,629	$	48,813	$	37,710	$	29,434	$	950,658	$	(53,018	)	$	(350,888	)	$	(5,484,744	)	$	3,003,992
USA		680,860		-			40,977		-		460		-		275		41,712		-			(19,127	)		-			703,445
Burkina Faso		-		361,894			-		85,385		5,864		22,290		9,681		123,220		-			-			(485,114	)		-
Total	$	107,592,331	$	118,156,917		$	1,228,355	$	654,399	$	1,315,579	$	668,573	$	238,960	$	4,105,866	$	(53,018	)	$	(370,015	)	$	(5,969,858	)	$	223,462,223

		Balance December 31, 2014		Acquisition			Concessions, taxes, and royalties		Wages and salaries		Drilling, exploration, and technical consulting		Assaying, field supplies, and environmental		Travel and other expenditures		Total expenditures		Option payments and expenditures recovered			Currency translation adjustments			Disposal or write-down of mineral properties			Balance December 31, 2015
Hope Brook	$	-	$	17,466,287		$	11,844	$	-	$	20,323	$	32,621	$	12,291	$	77,079	$	-		$	-		$	-		$	17,543,366
Springpole		-		66,170,491			-		34,350		7,611		16,858		20,185		79,004		-			-			-			66,249,495
Pickle Crow		-		15,155,418			-		1,263		19,454		491		-		21,208		-			-			-			15,176,626
Canada Total	$	-	$	98,792,196		$	11,844	$	35,613	$	47,388	$	49,970	$	32,476	$	177,291	$	-		$	-		$	-		$	98,969,487
Miranda		400,339		-			45,863		20,443		78,376		19,086		20,690		184,458		-			94,918			-			679,715
Socorro		308,078		-			103,614		9,787		38,904		33,770		18,009		204,084		-			75,727			-			587,889
San Ricardo		337,470		-			113,640		12,273		39,068		49,681		19,202		233,864		(8,830	)		72,404			-			634,908
Peñasco Quemado		2,052,879		-			305,359		1,340		-		-		330		307,029		-			423,474			-			2,783,382
La Frazada		1,580,969		-			1,979		2,203		-		29		1,075		5,286		-			305,444			-			1,891,699
Pluton		675,937		-			107,256		894		53		990		122		109,315		-			119,040			-			904,292
Others⁽¹⁾		673,912		-			303,796		21,899		388		1,859		2,665		330,607		(131,817	)		153,941			(566,544	)		460,099
Mexico Total	$	6,029,584	$	-		$	981,507	$	68,839	$	156,789	$	105,415	$	62,093	$	1,374,643	$	(140,647	)	$	1,244,948		$	(566,544	)	$	7,941,984
USA		533,877		-			40,730		-		982		-		262		41,974		-			105,009			-			680,860
Total	$	6,563,461	$	98,792,196		$	1,034,081	$	104,452	$	205,159	$	155,385	$	94,831	$	1,593,908	$	(140,647	)	$	1,349,957		$	(566,544	)	$	107,592,331

(1)

Other mineral properties as at December 31, 2016 and December 31, 2015 include the Puertecitos, Los Tamales, Margaritas, Geranio, El Apache, El Roble, Batacosa, Lachatao and Montana Negra.

16. MINERAL PROPERTY INVESTMENTS

Mineral property investments are designated as FVTPL, with changes in fair value recorded through profit or loss.

Category		December 31,		December 31,
		2016		2015
Duparquet gold project	$	4,416,780	$	-
Total	$	4,416,780	$	-

The Company, through its subsidiary Clifton, has a 10% equity interest in the shares of Beattie Gold Mines Ltd., 2699681 Canada Ltd., and 2588111 Manitoba Ltd which directly or indirectly own various mining concessions and surface rights, collectively known as the Duparquet gold project.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

17. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Category		December 31,		December 31,
		2016		2015
Accounts payable	$	560,675	$	2,380,489
Other accrued liabilities		209,000		460,003
Total	$	769,675	$	2,840,492

18. LOANS PAYABLE

During 2013 and 2014, the Company had received cash and issued promissory notes for a total of $549,245 (USD$500,000) to First Majestic Silver Corp. (“First Majestic”), a related party. In January 2015, the Company received cash and issued an additional $635,550 (USD$500,000) promissory note to First Majestic, under similar terms. The promissory notes carry an interest rate of 9% per annum and are repayable 30 days following the date First Majestic demands repayment.

On July 12, 2016, the Company entered into a debt settlement agreement (the “Agreement”) with First Majestic pursuant to which the Company has agreed to settle all of the outstanding promissory notes owed to First Majestic. Under the terms of the Agreement, the Company issued 820,437 common shares to First Majestic to settle $656,354 (US$500,000) of the principal, and the remaining balance of approximately $925,000 (US$705,000), including expected interest accrual up to the end of June 2017, is to be settled in twelve equal monthly cash installments in accordance with the terms of the Agreement. The first of these payments was made at the end of July 2016, and the final payment will be made at the end of June 2017.

As at December 31, 2016, the total principal outstanding was $335,675 (USD$250,000) and interest of $119,144 (USD$88,735) has been accrued (December 31, 2015 - $1,384,000 (USD$1,000,000) and $176,073 (USD$127,220), respectively).

19. DEBENTURE LIABILITY

As part of the amalgamation with Tamaka on June 16, 2016, the Company assumed $2,139,900 in debenture liability previously held by Tamaka, less $33,529 in transaction costs. The debentures were originally granted on August 15, 2014, December 31, 2014, and December 31, 2015, and bear interest at a rate of 10.0% per annum, payable annually (See Note 27). As at December 31, 2016, the Company has paid all interest up to December 31, 2016 pursuant to the debenture agreement. The maturity dates for the debentures are as follows:

-       $2,000,000 due August 15, 2021
-        $38,000 due December 31, 2021
-        $101,900 due December 31, 2022

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

20. 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: 539,439,736 (December 31, 2015 – 293,289,909).
Preferred shares: nil (December 31, 2015 – nil).

On August 5, 2016, the Company completed a non-brokered private placement financing of 33,750,000 units (“Units) at a price of $0.80 per unit to raise gross proceeds of $27,000,000. Net proceeds after transaction cost is $26,842,807. Each Unit consists of one common share of the Company and one-half of a common share purchase warrant, with each whole warrant entitling the holder to purchase one additional common share of the Company at $1.10 for a period of 36 months.

Consideration received from the private placement financing is allocated to the share capital and the warrant reserve accounts using the relative fair value method. As prescribed by this method, the consideration is allocated to the value of share capital and warrant reserve on a pro rata basis. The share capital was valued at the closing share price of the Company on the completion date of the private placement and the warrant reserve was valued using the Black-Scholes option pricing model.

There were a total of 7,332,273 common shares of the Company held in escrow under the Escrow Value Security Agreement dated March 30, 2015, on the completion of the RTO. Under this agreement, 10% of the shares were released immediately and 15% will be released every six months thereafter with the final release being on March 30, 2018. As at December 31, 2016, there were 3,299,524 common shares of the Company in escrow (December 31, 2015 – 5,499,206).

There were a total of 1,369,500 common shares of the Company held in escrow under the CPC Escrow Agreement dated August 2, 2005. At completion of the RTO, 10% of the common shares were released and 15% will be released every six months thereafter with the final release being March 30, 2018. As at December 31, 2016 there were 583,275 common shares of the Company in escrow (December 31, 2015 – 1,027,124).

With the acquisition of Tamaka on June 16, 2016, certain shareholders have deposited the First Mining shares received into escrow. Twenty percent of such escrowed shares will be released from escrow on June 17, 2017, and an additional 20% will be released every six months thereafter, with the final tranche released on June 17, 2019. As at December 31, 2016 there were a total of 29,658,290 shares held in escrow as a result of the Tamaka transaction.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

20. SHARE CAPITAL (continued)

c) Warrants

The Company’s warrants outstanding as at December 31, 2016 and December 31, 2015 and the changes for the years then ended are as follows:

	Number			Weighted Average
				Exercise Price
Balance as at December 31, 2015	16,783,906		$	0.19
Issued – November 16, 2015 (Replacement PC Gold warrants)	520,883			0.20
Issued – June 16, 2016 (Replacement Tamaka warrants)	28,687,018			0.76
Issued – August 5, 2016 (private placement warrants)	16,875,000			1.10
Exercised	(11,926,634	)		0.25
Expired	(1,500	)		0.40
Balance as at December 31, 2016	50,938,673		$	0.80

The following table summarizes information about the warrants as at December 31, 2016:

Exercise Price per	Number of	Weighted Average	Weighted Average
Share of Warrants	Warrants	Exercise Price	Remaining Life
	Outstanding	($ per Share)	(Years)
$ 0.00 – 0.50	13,014,799	$ 0.32	1.99
$ 0.51 – 1.00	21,048,874	0.85	1.46
$ 1.01 – 1.50	16,875,000	1.10	2.59
	50,938,673	$ 0.80	1.97

The Black-Scholes Pricing Model was used to estimate the fair value of the warrants using the following assumptions:

Issue Date	Expected	Risk Free	Dividend	Expected	Weighted
	Warrant Life	Interest Rate	Yield	Volatility	Average Fair
November 13, 2015⁽¹⁾	2.26	1.03%	nil	104.56%	$0.27
November 16, 2015⁽²⁾	2.48	1.03%	nil	104.37%	$0.29
November 16, 2015⁽²⁾	3.38	1.03%	nil	98.80%	$0.30
June 16, 2016⁽³⁾	1.84	1.00%	nil	70.70%	$0.38
June 16, 2016⁽³⁾	2.00	1.00%	nil	68.92%	$0.26
June 16, 2016⁽³⁾	5.00	1.38%	nil	71.39%	$0.52
August 5, 2016	3.00	1.15%	nil	71.39%	$0.53

(1)	Originally issued by Gold Canyon. Following the acquisition of Gold Canyon, the warrants were replaced with First Mining warrants using the transaction share exchange ratio. These warrants have an expiry date of February 15, 2018 in accordance with the Arrangement Agreement.
(2)	Originally issued by PC Gold. Following the acquisition of PC Gold, the warrants were replaced with First Mining warrants using the transaction share exchange ratio. These warrants have various expiry dates in accordance with the Arrangement Agreement.
(3)	Originally issued by Tamaka. Following the acquisition of Tamaka, the warrants were replaced with First Mining warrants using the transaction share exchange ratio. These warrants have various expiry dates in accordance with the Amalgamation Agreement.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

20. SHARE CAPITAL (continued)

d) Share Options

The Company has adopted a share option plan that allows for the issuance of up to 10% of the issued and outstanding shares as incentive share options to Directors, Officers, employees and certain consultants of the Company. Share options granted under the plan may be subject to vesting provisions as determined by the Board of Directors. All options granted and outstanding are fully vested and exercisable, with the exception of the grants for certain employees in accordance with TSXV regulations. The Company’s share options outstanding as at December 31, 2016 and December 31, 2015 and the changes between are as follows:

	Number			Weighted Average
				Exercise Price
Balance as at December 31, 2015	13,616,504		$	0.39
Issued – April 8, 2016 (Replacement Clifton options)	4,150,000			0.95
Issued – June 16, 2016	10,770,000			0.75
Issued – June 16, 2016 (Replacement Tamaka options)	7,517,779			0.44
Issued – September 6, 2016	250,000			0.91
Issued – November 17, 2016	450,000			0.73
Issued – December 5, 2016	50,000			0.91
Options exercised	(10,923,681	)		0.32
Options expired	(1,439,985	)		0.89
Balance as at December 31, 2016	24,440,617		$	0.67

The total share-based payment expense recorded during the year ended December 31, 2016 was $5,154,642 (2015 – $1,267,851).

The following table summarizes information about the share options outstanding as at December 31, 2016:

Exercise Price per	Number of	Weighted Average	Weighted Average
Share of Options	Options	Exercise Price	Remaining Life
	Outstanding	($ per Share)	(Years)
$ 0.00 – 0.50	10,299,383	$ 0.39	2.26
$ 0.51 – 1.00	12,116,234	0.76	4.32
$ 1.01 – 1.50	1,390,000	1.34	1.27
$ 1.51 – 2.00	-	-	-
$ 2.01 – 2.50	635,000	2.18	1.27
	24,440,617	$ 0.67	3.20

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

20. SHARE CAPITAL (continued)

d) Share options (continued)

The Black-Scholes Pricing Model was used to estimate the fair value of the share options using the following assumptions:

Issue Date	Expected	Risk Free	Dividend	Expected	Weighted
	Option Life	Interest	Yield	Volatility	Average Fair
March 30, 2015	5.00	1.38%	nil	87.67%	$0.27
July 27, 2015	5.00	1.50%	nil	89.69%	$0.28
September 9, 2015	5.00	1.50%	nil	91.96%	$0.28
October 27, 2015	5.00	1.50%	nil	91.28%	$0.33
December 30, 2015	5.00	1.50%	nil	90.79%	$0.12
April 8, 2016⁽¹⁾	2.00	1.00%	nil	66.68%	$0.13
June 16, 2016	5.00	1.38%	nil	71.40%	$0.44
June 16, 2016⁽²⁾	1.00	0.85%	nil	87.24%	$0.39
September 6, 2016	5.00	1.38%	nil	70.63%	$0.53
November 17, 2016	5.00	1.45%	nil	69.58%	$0.42
December 5, 2016	5.00	1.45%	Nil	69.90%	$0.53

(1)	Originally issued by Clifton with various exercise prices and expiry dates. Following the acquisition of Clifton the share options were replaced with First Mining share options using the transaction share exchange ratio. These options have an expiry date of April 8, 2018, being two years after the transaction, in accordance with First Mining’s share option plan.
(2)	Originally issued by Tamaka with various exercise prices and expiry dates. Following the acquisition of Tamaka the share options were replaced with First Mining share options using the transaction share exchange ratio. These options have an expiry date of June 16, 2017, being one year after the transaction, in accordance with First Mining’s share option plan.

21. SEGMENT INFORMATION

The Company operates in a single reportable operating segment, being the acquisition, exploration and retention of mineral property assets. Geographic segment information of the Company’s non-current assets as at December 31, 2016 and December 31, 2015 are as follows:

Non-current assets		December 31,		December 31, 2015
		2016
Canada	$	224,956,454	$	99,242,994
Mexico		3,072,694		8,070,208
USA		703,445		680,860
Total	$	228,732,593	$	107,994,062

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

22. INCOME TAXES

Taxation in the Company and its subsidiaries’ operational jurisdictions is calculated at the rate prevailing in the respective jurisdictions. There is no tax charge arising for the year in Canada, Mexico, or the United States.

The difference between tax expense for the year and the expected income taxes based on the statutory tax rate arises as follows:

		Year ended			Year ended
		December 31, 2016			December 31, 2015
Net loss before income tax	$	11,154,923		$	5,082,057
Combined statutory income tax rate		26.00%			26.00%
Income tax recovery computed at statutory income tax		2,900,000			1,321,000
Tax effect of:
Permanent differences		(748,000	)		(531,000	)
Impact from acquisitions		10,867,000			8,892,000
Impact from disposition of subsidiaries		(2,157,000	)		-
Difference in tax rates in foreign jurisdictions		64,000			33,000
Changes in estimate and others		288,000			(450,000	)
Changes in unrecognized deferred tax assets		(11,214,000	)		(9,265,000	)
	$	-		$	-

For the 2016 taxation year, the Canadian Federal and British Columbia provincial corporate tax rate remained at 15.00% and 11.00%, respectively. The federal statutory rate applicable for the 2016 taxation year remained at 30.00% for Mexico and 34.00% for the United States.

Deferred tax assets and liabilities are offset if they relate to the same taxable entity and same taxation authority. Future potential tax deductions that do not offset deferred tax liabilities are considered to be deferred tax assets. No deferred tax asset has been recognized in respect to the deferred tax asset losses and temporary differences below, as it is not considered probable that sufficient future taxable profit will allow the deferred tax asset to be recovered.

		Year ended			Year ended
		December 31,			December 31,
Deferred income tax assets		2016			2015
Losses carried forward	$	22,585,000		$	11,501,000
Investment tax credits		674,000			-
Undeducted financing costs and others		148,000			138,000
Others		(58,000	)		18,000
Mineral properties		(239,000	)		239,000
Unrecognized deferred tax assets		(23,110,000	)		(11,896,000	)
Total unrecognized deferred tax assets	$	-		$	-

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

22. INCOME TAXES (continued)

At December 31, 2016, the Company has non-capital losses (“NCL’s”) of $80,845,000 (2015 - $40,253,000), which may be applied against future year’s taxable income in Canada. The NCL’s expire as follows:

Year of Expiry		Available Loss
		Carryforward
2025	$	1,108,000
2026		3,371,000
2027		5,055,000
2028		3,782,000
2029		6,377,000
2030		10,389,000
2031		13,253,000
2032		13,849,000
2033		9,191,000
2034		3,801,000
2035		4,551,000
2036		6,118,000
Total	$	80,845,000

23. RELATED PARTY TRANSACTIONS

The Company’s related parties consist of the Company’s Directors and Officers, and any companies associated with them. The Company incurred the following expenditures during the years ended December 31, 2016 and 2015:

Service or Item		Year ended December 31,
		2016		2015
Administration and office	$	192,813	$	102,302
Total	$	192,813	$	102,302

Administration and office expenses include amounts paid to First Majestic Silver Corp. (“First Majestic”), a company with two Directors in common, which provides office space and some administrative services to the Company.

As at December 31, 2016, included in accounts payable is an amount of $20,141 (December 31, 2015 - $40,492) due to the Chief Executive Officer. Included in current liabilities is an amount of $454,819 (December 31, 2015 - $1,560,073) due to First Majestic relating to the outstanding loans payable (Note 18), as well as $1,487 (December 31, 2015 - $15,000) due to First Majestic for administration and office expenses.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

23. RELATED PARTY TRANSACTIONS (continued)

Key Management Compensation

Key management includes the Officers and Directors of the Company. The compensation paid or payable to key management for services during the years ended December 31, 2016 and 2015 are as follows:

Service or Item		Year ended December 31,
		2016		2015
Directors’ fees	$	121,000	$	-
Salaries and consultants’ fees		714,606		380,464
Share-based payments (non-cash)		4,309,634		949,408
Total	$	5,145,240	$	1,329,872

24. SUPPLEMENTAL CASH FLOW INFORMATION

During the year ended December 31, 2016, significant non-cash investing and financing transactions were as follows:

•	11,950,223 shares issued as part of the acquisition of Goldrush (Note 7);
•	48,209,962 shares issued as part of the acquisition of Clifton (Note 8);
•	2,535,293 shares issued as part of the acquisition of the Pitt Gold Property (Note 9);
•	32,260,836 shares issued as part of the acquisition of Cameron Gold (Note 10);
•	92,475,689 shares issued as part of the acquisition of Tamaka (Note 11);
•	Issued 323,076 shares for the settlement of $126,000 accounts payable previously held by PC Gold;
•	Issued 973,996 shares for the settlement of $1,139,573 Tamaka transaction costs;
•	Issued 820,437 shares for the settlement of $656,354 debt owed to First Majestic; and
•	Paid or accrued $nil for income taxes.

During the year ended December 31, 2015, the significant non-cash investing and financing transactions were as follows:

•	10,895,000 subscription receipts were converted into common shares with a value of $2,723,750;
•	Issued 1,533,185 shares for settlement of $479,410 in debt;
•	2,692,124 shares issued as part of the RTO transaction with Albion and Sundance (see Note 4);
•	27,499,461 shares issued as part of the acquisition of Coastal (see Note 5);
•	161,200,447 shares issued as part of the acquisition of Gold Canyon (see Note 6);
•	28,575,806 shares issued as part of the acquisition of PC Gold (see Note 6);
•	Issued 1,057,522 shares for the settlement of debt in the PC Gold acquisition;
•	Issued 42,682 shares for the settlement of debt previously held by Coastal; and
•	Paid or accrued $nil for income taxes.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

25. FAIR VALUE

Fair values have been determined for measurement and/or disclosure purposes based on the following methods.

The Company characterizes inputs used in determining fair value 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 those derived from 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 inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying values of cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities approximated their fair values because of the short-term nature of these financial instruments.

The carrying values of reclamation deposit, other receivables, loans payable, and debenture liability approximated their fair values because the carrying values represented the amounts that the Company would receive or pay if those financial instruments were to settle as of December 31, 2016.

The carrying value of marketable securities was based on the quoted market prices of the shares as at December 31, 2016 and was therefore considered to be Level 1.

The carrying value of the mineral property investments was not based on observable market data and was therefore considered to be Level 3. The valuation of the mineral property investments was determined based on attributable pro-rata gold ounces for the Company’s 10% indirect interest in the Duparquet project, which formed part of the identifiable assets from the Clifton Transaction. The dollar per gold ounce paid for the acquisition of the 10% indirect interest in the Duparquet project was comparable to other gold transactions around the time of the Clifton Transaction, and as at December 31, 2016, no change in fair value was identified. Therefore, the carrying values of mineral property investments approximated their fair values.

The following table presents the Company’s fair value hierarchy for financial assets that are measured at fair value:

		December 31, 2016						December 31, 2015
				Fair value measurement						Fair value measurement
		Carrying		Level 1		Level 3		Carrying		Level 1		Level 3
Financial assets:
Marketable securities	$	5,846,627	$	5,846,627	$	-	$	8,830	$	-	$	8,830
Mineral property investments		4,416,780		-		4,416,780		-		-		-
Total	$	10,263,407	$	5,846,627	$	4,416,780	$	8,830	$	-	$	8,830

None of the Company’s financial liabilities are measured at fair value.

During the year ended December 31, 2016 there have been no transfers of amounts between Level 1, Level 2, and Level 3 of the fair value hierarchy.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

25. FAIR VALUE (continued)

The classification of the financial instruments as well as their carrying values as at December 31, 2016 and 2015 is shown in the table below:

At December 31, 2016
				FVTPL		Other		Total
		Loans and				Financial
		Receivables				Liabilities
Financial assets:
Cash and cash equivalents	$	33,157,447	$	-	$	-	$	33,157,447
Accounts receivable		701,246		-		-		701,246
Marketable securities		-		5,846,627		-		5,846,627
Mineral property investments		-		4,416,780		-		4,416,780
Reclamation deposit		115,474		-		-		115,474
Other receivables		739,326		-		-		739,326
Total financial assets	$	34,713,493	$	10,263,407	$	-	$	44,976,900
Financial liabilities:
Accounts payable and accrued	$	-	$	-	$	769,675	$	769,675
Loans payable		-		-		454,819		454,819
Debenture liability		-		-		2,106,371		2,106,371
Total financial liabilities	$	-	$	-	$	3,330,865	$	3,330,865

At December 31, 2015
				FVTPL		Other		Total
		Loans and				Financial
		Receivables				Liabilities
Financial assets:
Cash and cash equivalents	$	683,608	$	-	$	-	$	683,608
Accounts receivable		368,502		-		-		368,502
Marketable securities		-		8,830		-		8,830
Reclamation deposit		115,215		-		-		115,215
Other receivables		138,166		-		-		138,166
Total financial assets	$	1,305,491	$	8,830	$	-	$	1,314,321
Financial liabilities:
Accounts payable and accrued	$	-	$	-	$	2,840,492	$	2,840,492
Loans payable		-		-		1,560,073		1,560,073
Debenture liability		-		-		307,562		307,562
Total financial liabilities	$	-	$	-	$	4,708,127	$	4,708,127

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

26. FINANCIAL AND CAPITAL RISK MANAGEMENT

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 foreign currency risk, interest rate risk, credit risk, liquidity risk, and price risk. Where material, these risks are reviewed and monitored by the Board of Directors.

The Board of Directors 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 far as possible without unduly affecting the Company’s competitiveness and flexibility.

a) 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 foreign currency risk and interest rate risk.

Foreign Currency Risk

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company operates in Canada, the United States, and Mexico and a portion of the Company’s expenses are incurred in Canadian dollars (“CAD”), US dollars (“USD”), and Mexican Pesos (“MXN”). A significant change in the currency exchange rates between the Canadian, US and Mexican currencies, could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations.

As at December 31, 2016, the Company is exposed to currency risk on the following assets and liabilities denominated in USD and MXN. The sensitivity of the Company’s net earnings due to changes in the exchange rate between the USD and MXN against the Canadian dollar is included in the table below in Canadian dollar equivalents:

		USD Amount			MXN Amount			Total
Cash and cash equivalents	$	3,429,354		$	16,944		$	3,446,298
Receivables and prepaid expenditures		1,113,736			36,400			1,150,136
Value added tax receivable		-			67,977			67,977
Accounts payable and accrued liabilities		(82,117	)		(15,869	)		(97,986	)
Loans payable		(454,819	)		-			(454,819	)
Net exposure	$	4,006,154		$	105,452		$	4,111,606
Effect of +/- 10% change in currency	$	400,615		$	10,545		$	411,160

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 rate. 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 considers this risk to be immaterial.

b) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or 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, receivables and value added tax receivables, and the reclamation deposit. The Company considers credit risk with respect to its cash and cash equivalents to be immaterial as cash and cash equivalents are mainly held through large Canadian financial institutions. The Company is exposed to credit risk related to receivables collectible from third party and value added tax collectible from the government of Mexico. All balances are expected to be recovered in full. The valued added tax receivable is classified as non-current due to the tax rules, and the complex and untimely collection process.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

26. FINANCIAL AND CAPITAL RISK MANAGEMENT (continued)

c) 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, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The following table summarizes the maturities of the Company’s financial liabilities as at December 31, 2016 based on the undiscounted contractual cash flows:

		Carrying		Contractual		Less than 1		1 – 3		4 – 5		After 5
		Amount		Cash Flows		year		years		years		years
Accounts payable and accrued	$	769,675	$	769,675	$	769,675	$	-	$	-	$	-
Loans payable		454,819		473,554		473,554		-		-		-
Debenture liability		2,106,371		3,220,040		213,990		427,980		2,465,980		112,090
Total	$	3,330,865	$	4,463,269	$	1,457,219	$	475,066	$	2,465,980	$	112,090

As at December 31, 2016, the Company held cash and cash equivalents of $33,157,447 (December 31, 2015 - $683,608). The Company believes it has sufficient cash on hand to meet operating requirements as they arise for at least the next 12 months.

d) 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 of and retention of its mineral properties. The Company has 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 as well as cash. The Company prepares annual estimates of exploration and administrative expenditures and monitors actual expenditures compared to the estimates to ensure that there is sufficient capital on hand to meet ongoing obligations. The Company’s investment policy is to invest its cash in savings accounts or highly liquid short-term deposits with terms of one year or less and which can be liquidated after thirty days without interest penalty.

The Company is not exposed to any externally imposed capital requirements, nor were there changes in the Company’s approach to capital management during the year.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

27. COMMITMENTS AND CONTINGENCIES

COMMITMENTS

The Company has commitments in respect of an office lease, site equipment leases, and liabilities assumed through its acquisitions as follows:

		Expected payments due by period as at December 31,
		Less than		1 – 3		4 – 5		After 5
		1 year		years		years		years
Office premises (PC Gold acquisition)	$	70,630	$	47,086	$	-	$	-
Equipment leases (Gold Canyon acquisition)		14,972		-		-		-
Repayments:
First Majestic Silver Corp. – loans payable		473,554		-		-		-
Kesselrun Resources Ltd. – debenture		213,990		427,980		2,465,980		112,090
Total	$	773,146	$	475,066	$	2,465,980	$	112,090

The Company has a sub-lease agreement for the use of office premises in Toronto, Ontario, for $4,000 per month until October 30, 2018. The total sub-lease payments committed is $48,000 for the first year from December 31, 2016, and $40,000 for the remainder of the agreement.

CONTINGENCY

On June 16, 2016, the Company assumed control of the business and assets of Tamaka as a result of an amalgamation between Tamaka and a wholly owned subsidiary of the Company. Tamaka was a party to three debentures with an aggregate principal amount of approximately $2.1 million the "Debentures"), payable to Kesselrun Resources Ltd. (“Kesselrun”) (TSXV: KES). Kesselrun has commenced an action before the Ontario Superior Court alleging that the debentures were required to be converted into common shares of the Company as a result of the amalgamation transaction with Tamaka and is seeking an order for, among other things, the issuance to Kesselrun of shares of First Mining or, in the alternative, damages. The Company disagrees with this position and takes the position that the Debentures have not been converted and remain outstanding.

The Company has engaged legal counsel and at this time cannot definitively predict the outcome of this dispute. In the event that Kesselrun prevails, the primary relief sought by Kesselrun would be to convert the full amount of the Debentures principal, amounting to approximately $2.1 million, into approximately 5.6 million of the Company’s common shares, which had a fair market value of approximately $4.8 million as at December 31, 2016.

28. SUBSEQUENT EVENTS

a) Acquisition of GoldON Property and Central Duparquet Property

Subsequent to December 31, 2016, the Company entered into asset purchase agreements to purchase certain mineral claims located in Ontario and Quebec. The first agreement is with GoldON Resources Ltd., and the Company has agreed to acquire five unpatented mining claims located near Pickle Lake, Ontario in exchange for 200,000 common shares of the Company. The second agreement is with a private individual, and the Company has agreed to acquire eighteen mining claims located in the Township of Duparquet, Quebec in exchange for $250,000 and 2,500,000 common shares of the Company.

The Company acquired these mineral claims for strategic reasons as they are contiguous or close to other mineral properties currently owned by the Company.

FIRST MINING FINANCE CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted)

28. SUBSEQUENT EVENTS (continued)

b) Exercise of Warrants and Share Options

Subsequent to December 31, 2016, a total of 845,263 warrants of the Company were exercised for gross proceeds of $173,122, and a total of 483,234 share options of the Company were exercised for gross proceeds of $179,002.

c) Share Option Grants

Subsequent to December 31, 2016, the Company has granted 10,630,000 share options to Directors, Officers, employees and consultants of the Company under the terms of its stock option plan. The share options have an exercise price of $0.85 per share and are exercisable for a period of five years from the grant date.

EX-99.3 4 exhibit99-3.htm EXHIBIT 99.3 First Mining Finance Corp. - Exhibit 99.3 - Filed by newsfilecorp.com

FIRST MINING FINANCE CORP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2016

GENERAL

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the audited consolidated financial statements of First Mining Finance Corp. (the “Company” or “First Mining”) for the year ended December 31, 2016, which are prepared in accordance with International Financial Reporting Standards (“IFRS”). All dollar amounts included in this MD&A are expressed in Canadian dollars unless otherwise noted. All information contained in this MD&A is current as of March 27, 2017.

These documents along with other information are available for viewing on SEDAR at www.sedar.com, on EDGAR at www.sec.gov., or on the Company’s website at www.firstminingfinance.com. In addition, on or before April 30, 2017, the Company expects to file on SEDAR an Annual Information Form (“AIF”) for the year ended December 31, 2016. Once the AIF has been filed and becomes available under the Company’s SEDAR profile, readers are encouraged to refer to the AIF for additional information about the Company, including a comprehensive discussion of risk factors that affect the Company.

COMPANY OVERVIEW AND STRATEGY

The Company was incorporated as Albion Petroleum Ltd. pursuant to the provisions of the Business Corporations Act (Alberta) on April 4, 2005 and completed its initial public offering as a Capital Pool Company (“CPC”) on September 30, 2005. As a CPC, the Company’s only business had been to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction under the policies of the TSX Venture Exchange (“TSXV”).

On July 1, 2014, Albion and Sundance Minerals Ltd. (“Sundance”) entered into an Arrangement Agreement whereby the Company agreed to acquire all of the issued and outstanding shares of Sundance in exchange for shares of the resultant entity. On March 11, 2015, Sundance was renamed as KCP Minerals Inc. (“KCP”) and on March 30, 2015, Albion completed the acquisition of all of the issued and outstanding shares of KCP on a one-for-one basis, constituting its Qualifying Transaction. On the same day, Albion was renamed as “First Mining Finance Corp.”. Prior to completion of the transaction, Albion consolidated all of its issued and outstanding shares on a four-for-one basis.

The Company’s principal business activity is the acquisition and advancement of high-quality mineral assets with a focus in the Americas. As at the date of this MD&A, the Company has 25 mineral properties in its portfolio, located in Canada, Mexico and the United States. The following table highlights the Company’s acquisitions in the 2016 and 2015 fiscal years:

Date	Acquired Legal Entity	Project	Location
June 16, 2016	Tamaka Gold Corporation (“Tamaka”) ⁽¹⁾	Goldlund Gold Project	Ontario, Canada
June 9, 2016	Cameron Gold Operations Ltd. (“Cameron Gold”)⁽²⁾	Cameron Gold Project	Ontario, Canada
April 28, 2016	N/A – asset acquisition	Pitt Gold Project	Quebec, Canada
April 8, 2016	Clifton Star Resources Inc. (“Clifton Star”)⁽³⁾	Duquesne Gold Project 10% indirect interest in the Duparquet Gold Project Joutel & Morris Gold Projects	Quebec, Canada
January 7, 2016	Goldrush Resources Ltd. (“Goldrush”)⁽³⁾	Rima, Ouaraba and Midebdo Gold Permits	Burkina Faso, West Africa
November 16, 2015	PC Gold Inc. (“PC Gold”) ⁽³⁾	Pickle Crow Gold Project	Ontario, Canada
November 13, 2015	Gold Canyon Resources Inc. (“Gold Canyon”)⁽³⁾	Springpole Gold Project Horseshoe Island Gold Project	Ontario, Canada
July 7, 2015	Coastal Gold Corp. (“Coastal Gold”)⁽³⁾	Hope Brook Gold Project Lac Virot Iron Ore Project	Newfoundland, Canada

	(1)	Previously a privately held company.
	(2)	Previously a subsidiary of a publicly listed company.
	(3)	Previously a publicly listed company.

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

SIGNIFICANT COMPANY EVENTS

2016 year-to-date highlights (together with subsequent events up to March 27, 2017) include:

Acquisition of GoldON Property and Central Duparquet Property

On February 10, 2017, the Company announced that it had completed the acquisitions of certain mineral claims located in Ontario and Quebec. Under the first agreement with GoldON Resources Ltd., the Company acquired five unpatented mining claims located near Pickle Lake, Ontario in exchange for 200,000 common shares of the Company. Under the second agreement with a private individual, the Company acquired eighteen mining claims located in the Township of Duparquet, Quebec in exchange for $250,000 and 2,500,000 common shares of the Company.

Corporate and Exploration Update

Infill Drilling Program at Cameron Gold Project

On March 22, 2017, the Company announced that it had filed on SEDAR an independent NI 43-101 technical report outlining the updated resource estimate for its Cameron Gold Project located in the town of Sioux Narrows in Ontario. The report titled “Technical Report on the Cameron Gold Deposit, Ontario, Canada” was filed on SEDAR on March 22, 2017.

Highlights of the Cameron deposit were as follows:

At a 0.55 gold g/t cut-off grade, the Cameron deposit contains pit constrained Measured and Indicated Resources of 3.5 million tonnes at 2.45 g/t or 274,000 ounces of gold.
At a 0.55 gold g/t cut-off grade, the Cameron deposit contains pit constrained Inferred Resources of 35,000 tonnes at 2.45 g/t or 3,000 ounces of gold.
At a 2.00 gold g/t cut-off grade, the Cameron deposit contains underground Measured and Indicated Resources of 2.0 million tonnes at 2.90 g/t or 190,000 ounces of gold.
At a 2.00 gold g/t cut-off grade, the Cameron deposit contains underground Inferred Resources of 6.5 million tonnes at 2.54 g/t or 530,000 ounces of gold.

During the summer of 2017, an infill drilling program of up to 9,000 metres is to be carried out at the Cameron Gold Project in Northern Ontario. The goal of this drilling program is to upgrade the current NI 43-101 Inferred Mineral Resource into the Measured and Indicated categories. Upon completion of the drilling campaign, assuming the results are satisfactory, the Company intends to advance the Cameron Gold Project to a Preliminary Economic Assessment (“PEA”).

Infill Drilling and Resource Expansion Program at Goldlund Gold Project

On February 10, 2017, the Company announced that it had filed on SEDAR an independent NI 43-101 technical report outlining the updated resource estimate for its Goldlund Gold Project located in the Patricia and Kenora Mining Division of Ontario. The report titled “Technical Report and Resource Estimation Update on the Goldlund Project” was filed on SEDAR on February 10, 2017.

Highlights of the Goldlund deposit were as follows:

At a 0.4 gold g/t cut-off grade, the Goldlund deposit contains pit constrained Indicated Resources of 9.3 million tonnes at 1.87 g/t or 560,000 ounces of gold.
At a 0.4 gold g/t cut-off grade, the Goldlund deposit contains pit constrained Inferred Resources of 40.9 million tonnes at 1.33 g/t or 1,750,000 ounces of gold.

On January 24, 2017, the Company announced the commencement of a 27,000 metre drilling campaign with the goal of upgrading and expanding the Mineral Resources at the Goldlund deposit. Upon completion of the drilling campaign, assuming the results are satisfactory, the Company intends to advance the Goldlund Gold Project to a PEA.

Page 2

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Corporate and Exploration Update (continued)

Metallurgical Diamond Drilling Program at Springpole Gold Project

On February 6, 2017, the Company announced the completion of a metallurgical diamond drilling program at its wholly-owned Springpole Gold Project, located in northern Ontario, Canada. Highlights were as follows:

Hole PM-DH-01 intersected 1.22 gold g/t over 354.5 metres including 1.65 gold g/t over 177.0 metres.
Hole PM-DH-02 intersected 1.51 gold g/t over 341.0 metres including 2.81 gold g/t over 87.0 metres.
Hole PM-DH-03 intersected 1.25 gold g/t over 359.0 metres including 2.75 gold g/t over 44.0 metres.
Hole PM-DH-04 intersected 2.15 gold g/t over 146.7 metres including 2.54 gold g/t over 108.7 metres.

A total of four holes comprising approximately 1,200 metres were drilled during the fall 2016 program with hole locations specifically designed to recover sample material that is representative of the Springpole deposit, and to provide material for metallurgical testing. Material from the drill holes had been subjected to both assay testing and metallurgical testing. The results from this metallurgical testing program are expected to be incorporated into a new PEA for Springpole Gold Project which is expected to be released in 2017.

Diamond Drilling Program at Pickle Crow Gold Project

On February 3, 2017, the Company announced the completion of an initial diamond drill program at its wholly-owned Pickle Crow Gold Project, located in northern Ontario, Canada. Highlights were as follows:

Hole PC-16-306 intersected 1.28 gold g/t over 12.70 metres including 15.14 gold g/t over 0.70 metres in the middle vein zone of the No. 15 Vein.
Visible gold was intersected in Hole PC-16-306 in the lower vein zone of the No. 15 Vein.

A total of nine holes comprising approximately 1,300 metres were drilled during the 2016 fall program. The objective of this exploration program was to test extensions of known vein zones and discover new high-grade gold mineralization. Gold mineralization was encountered in seven of the nine drill holes and visible gold was intercepted in the lower most vein zone of the No. 15 Vein structure.

Given the success of this drilling program the Board of Directors has authorized a winter drilling campaign at the Pickle Crow Gold Project which is comprised of four additional holes totaling approximately 1,000 metres and began in early March 2017.

Infill and Exploration Drilling Program at Hope Brook Gold Project

In late 2017, a 5,000 metre infill and exploration drilling program is to be carried out at the Hope Brook Gold Project in Newfoundland. The intent of this drilling program is to expand the current NI 43-101 compliant resources and to upgrade a majority of the Inferred Resource into the Measured and Indicated categories. Upon completion of the drilling campaign, assuming the results are satisfactory, the Company may advance the Hope Brook Gold Project to a PEA.

Sale of Mexican Silver Assets to Silver One Resources Inc.

On September 26, 2016, the Company completed its transaction (the “Silver One Transaction”) with Silver One Resources Inc. (“Silver One”), an exploration company publicly listed on the TSXV, by selling the Company’s 100% wholly owned subsidiary, KCP Minerals Inc., including its interest in the Peñasco Quemado, the La Frazada and the Pluton mineral properties (collectively, the “Properties”), in exchange for six million common shares of Silver One and a 2.5% net smelter return royalty (“NSR”) on the Properties.

Page 3

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Non-brokered Private Placement

On August 5, 2016, the Company completed a non-brokered private placement financing of 33,750,000 units at a price of $0.80 per unit, raising gross proceeds of $27,000,000 (the “Private Placement”). Each unit consisted of one common share of the Company and one-half of a common share purchase warrant, with each whole warrant entitling the holder to purchase an additional common share of the Company at $1.10 for a period of 36 months.

Amalgamation with Tamaka Gold Corporation

On June 16, 2016, the Company completed an amalgamation with Tamaka, a privately held mineral exploration company which holds a 100% interest in the Goldlund Gold Project located in northwestern Ontario, in exchange for 92,475,689 common shares of First Mining (the “Tamaka Transaction”). The Tamaka Transaction was conducted by way of an amalgamation agreement, which resulted in Tamaka becoming a wholly-owned subsidiary of First Mining.

In addition, all outstanding stock options of Tamaka are now exercisable for First Mining common shares on the same exchange ratio as applied to the Tamaka common shares and are governed by First Mining's Stock Option Plan. All outstanding warrants of Tamaka are also exercisable for common shares of First Mining on the same exchange ratio as applied to the Tamaka common shares.

Acquisition of Cameron Gold Project from Chalice Gold Mines Limited

On June 9, 2016, the Company completed the acquisition of Cameron Gold, a wholly-owned subsidiary of Chalice, which owns the Cameron Gold Project located in Ontario, in exchange for 32,260,836 common shares of First Mining (the “Cameron Transaction”). The Cameron Transaction resulted in Cameron Gold becoming a wholly-owned subsidiary of First Mining. Chalice has retained a one percent NSR royalty over certain mining claims within the Cameron Gold Project which are not encumbered by pre-existing royalties.

Upgrade to TSXV Tier 1 and OTC QX status

On May 11, 2016, First Mining’s shares began trading on the TSXV Tier 1 exchange in Canada. Subsequently, on May 20, 2016, First Mining’s shares began trading on the OTC QX market platform in the US. These upgrades are expected to improve investor exposure, which should result in increased analyst coverage and liquidity.

Acquisition of Clifton Star Resources Inc.

On April 8, 2016, the Company completed a definitive agreement (the “Clifton Agreement”) with Clifton Star under which the Company acquired all of the issued and outstanding common shares of Clifton Star on the basis of one common share in the capital of the Company for each Clifton Star share by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the “Clifton Transaction”). The Clifton Transaction was conducted by way of a court-approved plan of arrangement, resulting in Clifton Star becoming a wholly-owned subsidiary of the Company.

Page 4

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

MINERAL BANK: PROJECT PORTFOLIO LOCATIONS [COMBINED SURFACE AREA OF 296,619 HECTARES]

Page 5

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

MINERAL PROPERTY BALANCES

As at December 31, 2016 and December 31, 2015, the Company has capitalized the following acquisition, exploration and evaluation costs to its mineral properties:

	Balance December 31.2015		Acquisition			Concessions, taxes, and royalties		Wages and salaries		Drilling, exploration, and technical consulting		Assaying, field supplies, and environmental		Travel and other expenditures		Option payments and recoveries			Currency translation adjustments			Disposal or write-downs			Balance December 31.2016
Hope Brook	$	17,543,366	$	(45,000	)	$	38,900	$	7,492	$	25,718	$	19,081	$	5,740	$	-		$	-		$	-		$	17,595,297
Springpole		66,249,495		-			256,992		332,890		663,348		466,532		151,957		-			-			-			68,121,214
Pickle Crow		15,176,626		153,120			122,984		17,215		315,892		32,128		3,457		-			-			-			15,821,422
Duquesne		-		4,980,624			1,280		-		28,785		6,428		5,902		-			-			-			5,023,019
Pitt Gold		-		2,047,786			732		-		25,182		-		141		-			-			-			2,073,841
Cameron Gold		-		25,799,192			3,267		65,414		108,888		20,395		19,547		-			-			-			26,016,703
Goldlund Gold		-		84,859,301			3,151		71,374		92,629		64,009		12,826		-			-			-			85,103,290
Canada Total	$	98,969,487	$	117,795,023		$	427,306	$	494,385	$	1,260,442	$	608,573	$	199,570	$	-		$	-		$	-		$	219,754,786
Miranda		679,715		-			47,409		21,645		16,468		6,512		9,238		-			(20,601	)		-			760,386
Socorro		587,889		-			105,543		9,636		7,341		11,299		7,416		-			(17,498	)		-			711,626
San Ricardo		634,908		-			146,431		24,013		18,742		17,797		6,525		-			(18,957	)		-			829,459
Penasco Quemado		2,783,382		-			105,726		6,308		-		-		242		-			(145,747	)		(2,749,911	)		-
La Frazada		1,891,699		-			1,845		-		-		-		-		-			(97,947	)		(1,795,597	)		-
Pluton		904,292		-			65,882		906		2,277		885		512		-			(35,518	)		(939,236	)		-
Others⁽¹⁾		460,099		-			287,236		12,121		3,985		1,217		5,501		(53,018	)		(14,620	)		-			705,521
Mexico Total	$	7,941,984	$	-		$	760,072	$	74,629	$	48,813	$	37,710	$	29,434	$	(53,018	)	$	(350,888	)	$	(5,484,744	)	$	3,003,992
USA		680,860		-			40,977		-		460		-		275		-			(19,127	)		-			703,445
Burkina Faso		-		361,894			-		85,395		5,864		22,290		9,681		-			-			(485,114	)		-
TOTAL	$	107,592,331	$	118,156,917		$	1,228,355	$	654,399	$	1,315,579	$	668,573	$	238,960	$	(53,018	)	$	(370,015	)	$	(5,969,858	)	$	223,462,223


	Balance December 31.2014		Acquisition			Concessions, taxes, and royalties		Wages and salaries		Drilling, exploration, and technical consulting		Assaying, field supplies, and environmental		Travel and other expenditures		Option payments and recoveries			Currency translation adjustments			Disposal or write-downs			Balance December 31.2015
Hope Brook	$	-	$	17,466,287		$	11,844	$	-	$	20,323	$	32,621	$	12,291	$	-		$	-		$	-		$	17,543,366
Springpole		-		66,170,491			-		34,350		7,611		16,858		20,185		-			-			-			66,249,495
Pickle Crow		-		15,155,418			-		1,263		19,454		491		-		-			-			-			15,176,626
Canada Total	$	-	$	98,792,196		$	11,844	$	35,613	$	47,388	$	49,970	$	32,476	$	-		$	-		$	-		$	98,969,487
Miranda		400,339		-			45,863		20,443		78,376		19,086		20,690		-			94,918			-			679,715
Socorro		308,078		-			103,614		9,787		38,904		33,770		18,009		-			75,727			-			587,889
San Ricardo		337,470		-			113,640		12,273		39,068		49,681		19,202		(8,830	)		72,404			-			634,908
Penasco Quemado		2,052,879		-			305,359		1,340		-		-		330		-			423,474			-			2,783,382
La Frazada		1,580,969		-			1,979		2,203		-		29		1,075		-			305,444			-			1,891,699
Pluton		675,937		-			107,256		894		53		990		122		-			119,040			-			904,292
Others⁽¹⁾		673,912		-			303,796		21,899		388		1,859		2,665		(131,817	)		153,941			(566,544	)		460,099
Mexico Total	$	6,029,584	$	-		$	981,507	$	68,839	$	156,789	$	105,415	$	62,093	$	(140,647	)	$	1,244,948		$	(566,544	)	$	7,941,984
USA		533,877		-			40,730		-		982		-		262		-			105,009			-			680,860
TOTAL	$	6,563,461	$	98,792,196		$	1,034,081	$	104,452	$	205,159	$	155,385	$	94,831	$	(140,647	)	$	1,349,957		$	(566,544	)	$	107,592,331

(1)	Other mineral properties as at December 31, 2016 and December 31, 2015 include the Puertecitos, Los Tamales, Margaritas, Geranio, El Apache, El Roble, Batacosa, Lachatao and Montana Negra.

During the year ended December 31, 2016, acquisition costs increased as a result of the Company acquiring the Duquesne, Pitt Gold, Cameron Gold, and Goldlund Gold mineral properties. In September 2016, the Company disposed of three Mexican silver projects: Penasco Quemado; La Frazada; and Pluton projects to Silver One Resources Inc. The Company undertook these transactions as part of its strategic initiative and currently plans to focus mineral exploration activities in Canada. During the fourth quarter of 2016, the Company had commenced and completed its drilling programs of 1,200 metres and 1,300 metres at its Springpole and Pickle Crow gold projects, respectively. The associated projects’ drilling, exploration, and technical consulting expenditures were higher during the year ended December 31, 2016, notwithstanding the fact that these two projects were acquired in November of the comparative 2015 year. Similarly, Springpole costs in 2016 were a result of running the camp for the entire 12 month period.

As of December 31, 2016, the Company recorded $4,416,780 which represented a 10% indirect interest in the Duparquet gold project and was classified as mineral property investments on the statements of financial position.

The Company has drilling exploration activities planned throughout the 2017 year. In particular, a drilling program of 27,000 metres at its Goldlund project commenced in January 2017, a 1,200 metre drill program at Pickle Crow commenced in February 2017, with additional drill programs planned at the Cameron project, Hope Brook project and Springpole project later in 2017.

Page 6

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

MINERAL BANK: NI 43-101 GOLD RESOURCES PORTFOLIO ⁽¹⁾

Project	Tonnes	Gold Grade (g/t)	Silver Grade (g/t)	Contained Gold Ounces (oz)	Contained Silver Ounces (oz)
Measured Resources
Cameron Gold Project	3,360,000⁽²⁾	2.75	-	297,000	-
Duparquet Gold Project⁽⁵⁾	16,510	1.45	-	770	-
Indicated Resources
Springpole Gold Project	128,200,000	1.07	5.70	4,410,000	23,800,000
Hope Brook Gold Project	5,500,000	4.77	-	844,000	-
Goldlund Gold Project	9,300,000	1.87	-	560,000	-
Cameron Gold Project	2,170,000⁽³⁾	2.40	-	167,000	-
Duparquet Gold Project⁽⁵⁾	5,954,000	1.57	-	300,700	-
Duquesne Gold Project	1,859,000	3.33	-	199,000	-
Inferred Resources
Springpole Gold Project	25,700,000	0.83	3.20	690,000	2,700,000
Goldlund Gold Project	40,900,000	1.33	-	1,750,000	-
Hope Brook Gold Project	836,000	4.11	-	110,000	-
Cameron Gold Project	6,535,000⁽⁴⁾	2.54	-	533,000	-
Pickle Crow Gold Project	10,300,000⁽⁶⁾	3.90	-	1,262,000	-
Duparquet Gold Project⁽⁵⁾	2,846,000	1.46	-	133,400	-
Duquesne Gold Project	1,563,000	5.58	-	281,000	-
Pitt Gold Project	1,076,000	7.42	-	257,000	-

Total Measured Resources	3,376,510	2.74	-	297,770	-
Total Indicated Resources	152,983,000	1.32	5.70	6,480,700	23,800,000
Total M&I Resources	156,359,510	1.35	5.70	6,778,470	23,800,000
Total Inferred Resources	89,756,000	1.75	3.20	5,016,400	2,700,000

(1)	Based on NI 43-101 technical reports filed on SEDAR by First Mining Finance Corp., PC Gold Inc., and Clifton Star Resources Inc.
(2)	Comprises 2,670,000 tonnes of pit-constrained (0.55 g/t Au cut-off) Measured resources at 2.66 g/t Au, and 690,000 tonnes of underground (2.00 g/t Au cut-off) Measured resources at 3.09 g/t Au.
(3)	Comprises 820,000 tonnes of pit-constrained (0.55 g/t Au cut-off) Indicated resources at 1.74 g/t Au, and 1,350,000 tonnes of underground (2.00 g/t Au cut-off) Indicated resources at 2.08 g/t Au.
(4)	Comprises 35,000 tonnes of pit-constrained (0.55 g/t Au cut-off) Inferred resources at 2.45 g/t Au, and 6,500,000 tonnes of underground (2.00 g/t Au cut-off) Inferred resources at 2.54 g/t Au.
(5)	The Company owns a 10% indirect interest in the Duparquet Gold Project, and the Measured, Indicated and Inferred Resources shown in the above table reflect the Company’s 10% indirect interest.
(6)	Comprises 3,628,000 tonnes of pit-constrained (0.35 g/t Au cut-off) Inferred resources at 1.10 g/t Au, and 6,522,000 tonnes of underground Inferred resources that consist of: (i) a bulk tonnage, long-hole stoping (2.00 g/t Au cut-off); and (ii) a high-grade cut-and-fill component (2.80 g/t Au cut-off) over a minimum width of 1 metre.

Page 7

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

MINERAL BANK: QUARTERLY GROWTH IN NI 43-101 GOLD RESOURCES

MINERAL BANK: REVIEW OF MINERAL PROPERTIES

First Mining’s portfolio has properties located in Canada, Mexico, and the United States, with on-going exploration programs for gold, silver, lead, zinc, copper and iron ore, which expect to be funded mostly through the sale of equity and joint venture partnerships. The following section discusses the Company’s priority and other significant projects.

Readers are cautioned that, with respect to any Preliminary Economic Assessment (“PEA”) referenced in this MD&A, a PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that a PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

The Company classifies its mineral properties as Tier 1, Tier 2, and Tier 3:

Tier 1 projects are core assets which include the Company’s largest and most advanced NI 43-101 compliant resource-stage projects, located in Eastern Canada.
Tier 2 projects are resource-stage assets which host NI 43-101 compliant resources of less than one million ounces of attributable gold.
Tier 3 projects are grassroots exploration projects that host mineralization but have not received sufficient drilling to delineate NI 43-101 compliance resources.

Canadian Mineral Properties

Tier 1 Projects

Hope Brook Gold Project, Newfoundland

Acquired through the acquisition of Coastal Gold Corp., the Hope Brook Gold Property covers 25,125 hectares with a deposit hosted by pyritic silicified zones occurring within a deformed, strike-extensive advanced argillic alteration zone. A technical report entitled “2015 Mineral Resource Estimate Technical Report for the Hope Brook Gold Project, Newfoundland and Labrador, Canada”, that was prepared in accordance with NI 43-101, was filed by the Company on SEDAR on November 27, 2015, and is available under the Company’s SEDAR profile. The resource covers 1.5 km of an 8 km mineralized structure. The project hosts Indicated Resources of 5.5 Mt grading 4.77 g/t Au, containing 844,000 oz Au, and Inferred Resources of 836,000 t grading 4.11 g/t Au, containing 110,000 oz Au. Substantial infrastructure includes a ramp to 350 metres below surface with vent raise, power, access by sea and air, and a strong local labour force. Drill targets with potential to significantly increase resources have already been outlined. Hope Brook was a former operating gold mine that produced 752,163 oz Au from 1987 to 1997 and there is strong support from the local community and the Province of Newfoundland for future development.

Page 8

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Springpole Gold Project, Ontario

Acquired through the acquisition of Gold Canyon, the Springpole Gold Project covers 32,375 hectares and is one of Canada’s largest undeveloped gold projects. The project is located in northwestern Ontario, approximately 110 kilometres northeast of the town of Red Lake and is situated within the Birch-Uchi Greenstone Belt. The large open pittable resource is supported by significant infrastructure, including a 72 man onsite camp, winter road access, a logging road within 10 kilometres and nearby power lines. The project contains Indicated Resources of 128.2 Mt grading 1.07 g/t Au and 5.7 g/t Ag, containing 4,410,000 oz Au and 23,800,000 oz Ag, and Inferred Resources of 25.7 Mt grading 0.83 g/t Au and 3.2 g/t Ag, containing 690,000 oz Au and 2,700,000 oz Ag. Springpole is located within a pro-mining jurisdiction that is covered by Treaty Three and Treaty Nine First Nations Agreements.

A technical report entitled “Preliminary Economic Assessment for the Springpole Gold Project, Ontario, Canada”, that was prepared in accordance with NI 43-101, was filed by the Company on SEDAR on October 18, 2016, and is available under the Company’s SEDAR profile. The PEA contemplates mining and processing material at 20,000 tonne per day and at an average head grade of 1.2 g/t gold and 6.0 g/t silver. Summary of the parameters and economic results are as follows:

Parameters
Mine life	11 years
Initial capital cost	US$438 million
Base case gold price	US$1,300 per ounce
Base case silver price	US$25 per ounce
Base case exchange rate	US$1:C$1
Economic Results
Pre-tax NPV at 5% discount rate	US$579 million
Pre-tax IRR and non-discounted payback	25.4%, payback in 21 months
Post-tax NPV at 5% discount rate	US$388 million
Post-tax IRR and non-discounted payback	13.8%, payback in 35 months

Pickle Crow Gold Project, Ontario

Acquired through the acquisition of PC Gold, the Pickle Crow Gold Project covers 15,560 hectares and is located in the mining friendly jurisdiction of northwestern Ontario and is covered by the Treaty Nine First Nations Agreement. A technical report entitled “A Mineral Resource Estimate for the Pickle Crow Property, Patricia Mining Division, Northwestern Ontario, Canada”, that was prepared in accordance with NI 43-101, was filed by PC Gold on SEDAR on June 2, 2011, and is available under PC Gold’s SEDAR profile. The resource supports a high-grade underground and open pit operation. The project hosts Inferred Resource of 10.3 Mt grading 3.9 g/t Au, containing 1,262,000 oz Au. Extensive infrastructure in place or proximal to the project includes a 200 tonne per day gravity mill on site, generators and fuel storage, paved road access to the property and is within 10 km of a regional airport at Pickle Lake. The Pickle Crow Project was a former high-grade operating mine until the late 1960’s.

Cameron Gold Project, Ontario

Acquired through the acquisition of Cameron Gold, a wholly-owned subsidiary of Chalice, the Cameron Gold Project covers 31,673 hectares and comprises 154 unpatented claims, 24 patented claims (mineral rights only), seven mining licenses of occupation (MLO) and four mining leases. The Cameron Gold Deposit is a greenstone‐hosted gold deposit and the mineralization is mainly hosted in mafic volcanic rocks within a northwest trending shear zone (Cameron Lake Shear Zone) which dips steeply to the North east. A technical report entitled “Technical Report on the Cameron Gold Deposit, Ontario, Canada”, that was prepared in accordance with NI 43-101, was filed on SEDAR on March 22, 2017, and is available under the Company’s SEDAR profile. The project hosts pit constrained (0.55 g/t Au cut-off) Measured and Indicated mineral resources of 3.5 million tonnes at 2.45 grams per tonne or 274,000 ounces of gold and pit constrained (0.55 g/t Au cut-off) Inferred mineral resources of 35,000 tonnes at 2.45 grams per tonne or 3,000 ounces of gold in addition to underground (2.00 g/t Au cut-off) Measured and Indicated mineral resources of 2.0 million tonnes at 2.90 grams per tonne or 190,000 ounces of gold and underground (2.00 g/t Au cut-off) Inferred mineral resources of 6.5 million tonnes at 2.54 grams per tonne or 530,000 ounces of gold. There is excellent infrastructure with year round road access to the property from nearby highway and powerline within 20 km.

Page 9

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Goldlund Gold Project, Ontario

Acquired through the amalgamation with Tamaka Gold Corporation, the Goldlund property covers 28,096 hectares in northwestern Ontario, including the mineral rights of six patented claims which are subject to a 1% NSR on ore mined below the 50-metre horizon. The area is underlain by sedimentary and volcanic rocks, numerous intermediate to mafic subvolcanic intrusive sheets, and is intruded by several granitoid stocks. The majority of identified mineralization is hosted within the Central and Southern Volcanic Belts and historic production demonstrates the presence of small zones of higher-grade mineralization. A technical report entitled “Technical Report and Resource Estimation Update on the Goldlund Project”, that was prepared in accordance with NI 43-101, was filed on SEDAR on February 10, 2017, and is available under the Company’s SEDAR profile. The project contains Indicated Resource of 9.3 Mt grading 1.87 g/t Au, containing 560,000 oz Au, and Inferred Resources of 40.9 Mt grading 1.33 g/t Au, containing 1,750,000 oz Au. Mining in the 1980s produced approximately 90,700 tonnes at 5.14 g/t Au from underground and 39,000 tonnes @ 5.83 g/t from a small open pit. The Goldlund Project has excellent infrastructure with year-round road access to the property from Ontario Highway 72 which is 2km to the south and regional powerline which is 15km to the north. There exists a strong relationship with the towns and First Nation groups in the local communities.

Tier 2 Projects

Duquesne Gold Project, Quebec

Also acquired through the acquisition of Clifton Star, Duquesne covers 936 hectares and is located in the Abitibi Region of Quebec. The Company owns a 100% interest in the Duquesne Gold Project which hosts an NI 43-101 Indicated Resource of 1.9 Mt grading 3.33 g/t Au, containing 199,000 oz Au, and an Inferred Resource of 1.6 Mt grading 5.58 g/t Au, containing 281,000 oz Au. A technical report entitled “43-101 Technical Report Resource Estimate of the Duquesne Gold Property”, that was prepared in accordance with NI 43-101, was filed by Clifton Star on SEDAR on October 28, 2011, and is available under Clifton Star’s SEDAR profile. The Duquesne Gold Project situated along the Destor-Porcupine Break, which boasts historical production of 192 million oz Au, is proximal to excellent infrastructure and a skilled labour pool.

Pitt Gold Project, Quebec

Purchased from Brionor, the Pitt Gold Property, which covers 384 hectares, is located in the Abitibi Region of Quebec and is close to First Mining's 100% owned Duquesne Gold Project and 10% indirect interest in the Duparquet Gold Project. A technical report in support of these resources, entitled “NI 43-101 Technical Report and Review of the Preliminary Mineral Resource Estimate for the Pitt Gold Project, Duparquet Township, Abitibi Region, Quebec, Canada”, was prepared in accordance with NI 43-101 and was filed by the Company on SEDAR on January 6, 2017 under the Company’s SEDAR profile. The Pitt Gold Property which, at a cut-off grade of 3.0 g/t Au, is estimated to have Inferred Resources of 1,076,000 tonnes grading 7.42 g/t Au, containing 257,000 oz Au.

Tier 3 Projects

Lac Virot Iron Ore Project, Newfoundland

Acquired through the acquisition of Coastal Gold, the Lac Virot Property is located near the town of Labrador City in western Labrador. The Company owns 100% interest in 4 map-staked licenses with a combined 225 claims covering a total area of 5,625 hectares. The Lake Superior-type iron formation (“LSTIF”) occurrences of the Lac Virot area lie in the Labrador-Quebec Fold Belt or Labrador Trough, within the Sokoman Formation of the Lower Proterozoic (Aphebian) Knob Lake Group. The project is in a strategic location surrounded by four iron ore mines in the Southern Labrador Trough. Close proximity to power, a multi-use railway and a deep sea port. A total of 11,713 metres was drilled in 42 holes during 2012 which focused on high priority targets previously outlined by a 882 km gravity survey.

Page 10

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Horseshoe Island Gold Project, Ontario

Acquired through the acquisition of Gold Canyon, the 100% interest in the Horseshoe Island Gold Project, situated in the Archean Birch-Uchi greenstone belt, and within the prolific Red Lake Mining District of northwestern Ontario, is comprised of 14 claims covering 2,088 hectares. Gold Canyon previously completed an extensive Mobile Metal Ion (“MMI”) survey which displayed that elongate, shear-related gold anomalies are widespread and may be scattered along the entire 7 km length of the property. The surveys also produced copper and zinc anomalies in VMS favorable environments. Historic drilling has indicated the presence of Nickle, Platinum, and Palladium in a layered gabbro intrusive. The project has a long exploration history during which time 24,138 metres of drilling has been completed.

Mexican Mineral Properties

Tier 3 Projects

Miranda, Sonora

The SMM trend hosts several operating gold mines and deposits, some of which exceed 10 million ounces of gold such as Herradura-Dipolos in western Sonora, Mexico, and other smaller deposits; Mesquite (7 M oz Au) and Picacho in Arizona, and Chanate, San Francisco, and La Choya in Sonora, Mexico. The Miranda property lies in the south-central part of the SMM trend, adjacent to the San Felix and El Antimonio mining districts on the south and east respectively. Miranda covers multiple prospects and gold occurrences including the inactive mines La Fortuna and El Gigio (internal claims which do not belong to the Company). Additionally, the property exhibits structures and lithologies favorable for the development of large orogenic (mesothermal) ore deposits similar to those occurring along the SMM trend. During 2015, 151 rock chip samples were taken and analyzed with values ranging between nil and 7.29 g/t Au. Additionally, 3,486 soil samples were collected and analyzed.

Socorro, Sonora

Work to date on the property includes interpretation of ASTER images mapping and initial surface reconnaissance.

During 2015, the Company took 53 rock chip samples on the property with values ranging from nil to 41.0 g/t Au. Additionally, 7,737 soil samples were taken and analyzed.

San Ricardo, Sonora

The San Ricardo property consists of nine claims, two of which, San Ricardo and San Ricardo 2, cover 50 hectares and an existing small mine that was acquired by KCP through an option agreement in 2013. The remaining seven claims: Teocuitla, Teocuitla 2, Teocuitla 4, Angel, Tlaloc, Tlaloc 2 and Aztlan cover 37,350 hectares, and were staked by the Company between 2009 and 2011. Mineralization on the property is epithermal in nature and has not been constrained along strike or depth by drilling.

Page 11

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

During 2015, the Company took 59 reconnaissance rock samples with values ranging from nil to 33.7 g/t Au and completed a 4,993 soil samples geochemical survey.

Puertecitos, Sonora

The Puertecitos property consists of two claims, Puertecitos and Puertecitos 2, covering 9,060 hectares staked by the Company in 2009. Located 32 km southwest of the Sasabe border crossing between the US and Mexico, Puertecitos is 40 km west of the Company’s Los Tamales property and 32 km northeast of the Peñoles Los Humos deposit, a 625 Mt porphyry copper system grading 0.32% Cu. Widespread copper oxides outcrop at Puertecitos and the presence of sericite and secondary biotite in breccia fragments from dikes and pipes suggest that a porphyry system may exist under the extensive rhyolite flows on the property. In 2015, the Company entered into an option agreement with Peñoles under which the Puertecitos property may be acquired. On August 8, 2016, Peñoles notified the Company of its decision to discontinue exploration on the project and consequently the option agreement was terminated.

Los Tamales, Sonora

The Los Tamales property consists of two claims, Teocuitla 5 and Teocuitla 8, which cover 3,851 hectares staked by the Company in 2010. Los Tamales is a porphyry copper-molybdenum system located 125 km southwest of Tucson, Arizona and 28 km south of the US-Mexican border. The property was discovered by a water well sampling program during a joint United States Geological Survey and Servicio Geologico Mexicano reconnaissance effort in the 1970s, and was the subject of two USGS open-file reports 94-685 and 84-289. Five diamond drill holes tested copper and molybdenum soil geochemical anomalies in 2013 along a five km strike length with all holes showing low grade chalcopyrite and molybdenite mineralization. The deposit as currently interpreted suggests it is the deep level of a large system dissected by low angle faulting. In 2015, the Company entered into an option agreement with Peñoles under which the Los Tamales property may be acquired. On August 8, 2016, Peñoles notified the Company of its decision to discontinue exploration on the project and consequently the option agreement was terminated.

El Apache, Sonora

The El Apache property contains 11,417 hectares in two claims; El Apache and Tlahuac, both staked by the Company in 2011.

Batacosa, Sonora

The Batacosa property consists of one claim covering 3,600 hectares staked by the Company in 2011. Batacosa is a porphyry copper-molybdenum system located 55 km northeast of Ciudad Obregon and 220 km southeast of Hermosillo, capital of the state. Batacosa was discovered by Cominco in the 1970s and subsequently drilled by them and other companies between 1970 and 2000. A total of 8,000 metres was drilled in 47 drill holes. The Company has delineated two untested targets within the property.

Montana Negra, Sonora

The Montana Negra property consists of one claim, Montana Negra, covering 852 hectares. The property covers Proterozoic rocks that the Company believe may be favorable for gold mineralization and is located in North Central Sonora, 20 km southeast of Cananea. The Orogenic gold system, similar to La Choya and San Francisco mines, targets are open-pit leachable mineralization in granitic and metamorphic rocks. Additional field work is required to fully evaluate the property following preliminary surface samples that reported from nil to 9.5 g/t Au.

Page 12

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Las Margaritas, Durango

The Las Margaritas property is 500 hectares consisting of two mining concessions approximately 150 km from Durango City. The property was acquired through an Assignments of Rights Agreement signed July 6, 2011 and is subject to a 1% NSR royalty payable to the vendor which may be purchased at any time before July 6, 2016 for USD $500,000. The project is located in the Barrancas subprovince of the Sierra Madre Occidental. Some limited gold mining by artisanal prospectors is known to have taken place on the project in the early 20^th century and the project contains a known vein with quartz, argillic alteration striking for at least 1.8 km. In 2016, a two-year extension was negotiated with the vendor which granted the Company the option to purchase the royalty by November 2018 in consideration for an additional USD $100,000 payable over two years.

Geranio, Oaxaca

The Geranio property consists of six claims: La Ramita, Geranio, Violeta, Azucena, El Jilguero and La Orquidea, which combined, cover 540 hectares. Additionally, the Company has also staked a much larger block of ground to the north, east and south of the Natividad system.

The Geranio project lies adjacent and directly north of the historic Natividad Mining District, 70 km north of the city of Oaxaca in southern Mexico. Natividad is a series of five bonanza grade gold and silver veins in a black shale host rock which over the last 70 years has produced 1.5 million ounces of gold equivalent. The property covers approximately 1,200 metres of strike length of the northern extension of the Natividad vein system.

Two ASARCO exploration diamond drill holes were drilled on the Geranio property in 1992; hole N-20 intersected 0.6 m at 36 g/t Au and 315 g/t Ag, whereas hole N-24 intersected 0.7 m at 45 g/t Au and 120 g/t Ag. The Company’s objective is to delineate another Natividad mineralized system with comparable precious metal contents.

El Roble, Oaxaca

The El Roble property, located in the Natividad mining district consists of two claims staked by the Company, El Roble and El Roble 2, which were recently reduced to 9,666 hectares. The property covers the northern extension of Natividad veins and other historic bonanza producers such as El Banco mine. Relevant exploration features include a 15 km strike length of a large magnetic high representing an intrusive body at depth believed to be associated with high-grade gold mineralization in veins. Work to date includes regional geology, airborne magnetics and reconnaissance sampling of selected areas.

Lachatao, Oaxaca

The Lachatao property, located in Oaxaca Mexico, consists of three claims known as Lizi 1, Lizi 1 Fraccion 2, and Lizi 1 Fraccion 3 covering 5,126 hectares and staked by the Company. Targets in the property include high-grade gold bonanza veins in black shales as well as stockworks and disseminated gold in volcanic rocks.

Page 13

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

USA Mineral Property

Tier 3 Projects

Turquoise Canyon, Nevada

The Turquoise Canyon property (formerly the Bald Mountain property) located in Nevada is wholly-owned by First Mining. The property consists of 188 unpatented claims totaling 3,872 acres located along the Battle Mountain-Eureka Trend, 16 km south of Barrick Gold Corp.'s Cortez Mine Complex (23 million oz Au), and nine km west of its newly discovered Gold Rush deposit (7.0 million oz Au) and 1.5 km east of the Toiyabe Mine, a Carlin type gold deposit that produced 89,000 ounces of gold in the 1990s.

SELECTED ANNUAL INFORMATION

The following is a summary of selected audited financial information for the last three completed fiscal years:

		Ending			Ending			Ending
		December 31,			December 31,			December 31,
		2016			2015			2014 ⁽²⁾
Net Loss	$	(11,154,923	)	$	(5,082,057	)	$	(723,138	)
Net Loss Per Share (basic and diluted) ⁽¹⁾		(0.03	)		(0.05	)		(0.02	)
Cash and Cash Equivalents		33,157,447			683,608			39,914
Mineral Properties		223,462,223			107,592,331			6,563,461
Total Assets		269,558,457			109,268,514			9,548,844
Total Non-current Liabilities	$	2,106,371		$	-		$	-

(1)	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.
(2)	Amounts reported in the 2014 period have been restated due to the change in the Company’s presentation currency from US dollars to Canadian dollars.

Net Loss

Net loss has increased from 2014 to 2016, which was primarily due to the growth in the Company’s activity subsequent to the RTO on March 30, 2015 and following the completion of eight acquisitions to December 31, 2016. This activity resulted in higher expenditures which largely drive the increase in net loss. Excluding non-cash share based payment charges, expenditures were $6,278,664 and $2,218,748, in the years ending December 31, 2016 and 2015, respectively. The year-over-year increase in expenditures were primarily attributable to an increase in investor relations, corporate development and marketing initiatives, and the hiring of additional employees consistent with the Company’s growth.

Cash and cash equivalents

Cash and cash equivalents increased by $643,694 between 2015 and 2014, and $32,473,839 between 2016 and 2015. Over the period from January 1, 2015 to December 31, 2016, the increase in cash and cash equivalents were primarily due to private placements of $32,024,965 and cash acquired through acquisitions of $14,491,363, partially offset by cash used in operating and investing activities during the periods.

Page 14

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Total Assets

Total assets increased by $99,719,670 between 2015 and 2014, and $160,289,943 between 2016 and 2015. The eight mineral property acquisitions since the RTO explain 99% and 76% respectively of these annual total assets increases. Following continued investment in the mineral property portfolio throughout 2016, other notable increases in total assets were a result of the $27,000,000 private placement completed in August 2016, the Silver One marketable securities received as part of the Mexican asset divestiture, and the addition of other assets such as equipment and receivables included as part of the acquisitions.

SUMMARY OF QUARTERLY RESULTS

2016 Fiscal Year

		2016-Q4			2016-Q3		2016-Q2			2016-Q1
Net (Loss) Income	$	(3,553,041	)	$	134,446	$	(6,446,222	)	$	(1,290,106	)
Net Loss Per Share (basic and diluted) ⁽¹⁾		(0.01	)		0.00		(0.02	)		(0.00	)
Cash and Cash Equivalents		33,157,447			36,323,320		9,632,406			1,541,350
Mineral Properties		223,462,223			226,591,142		230,321,614			108,248,593
Total Assets	$	269,558,457		$	272,779,533	$	243,448,644		$	111,644,024

(1)

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 in all periods except 2016-Q3. In 2016-Q3, although the outstanding stock options and warrants had a dilutive effect on the net income, the basic and diluted income per share calculation still result in the same amount.

2015 Fiscal Year

		2015-Q4			2015-Q3			2015-Q2⁽²⁾			2015-Q1⁽²⁾
Net Loss	$	(1,878,657	)	$	(1,101,148	)	$	(659,040	)	$	(1,443,212	)
Net Loss Per Share (basic and diluted) ⁽¹⁾		(0.04	)		(0.01	)		(0.01	)		(0.03	)
Cash and Cash Equivalents		683,608			2,288,325			4,568,981			6,815,090
Mineral Properties		107,592,331			26,576,330			7,678,559			7,663,659
Total Assets	$	109,268,514			29,748,843		$	14,183,846		$	14,753,472

(1)	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.
(2)	Amounts reported in 2015-Q2 and 2015-Q1 have been restated due to the change in the Company’s presentation currency from US dollars to Canadian dollars.

In the following paragraphs, quarterly results are discussed relative to the preceding quarter’s results.

In 2016-Q4, the Company’s marketable securities declined in value and thereby recognized a $1.2 million mark-to-market fair value adjustment loss. The one-off $0.8 million gain on divestiture of subsidiaries and $1.0 million foreign exchange gain in 2016-Q3 did not recur in 2016-Q4. As a result, the Company recorded a net loss in 2016-Q4 compared to a net income in 2016-Q3. The Company primarily used its cash in operating and investing activities, including drilling expenditures which are capitalized to mineral properties. Therefore, cash and cash equivalents declined during 2016-Q4.

In 2016-Q3, the Company completed its divestiture transaction of three Mexican mineral properties, which resulted in a gain of $0.8 million and a realized foreign exchange gain of approximately $1.0 million currency translation adjustment (“CTA”) reclassification. These gains were partially offset by the Company’s expenditures, resulting in a net income in 2016-Q3. The increase in cash and cash equivalents was primarily driven by the completion of a $27.0 million non-brokered private placement.

Page 15

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

The net loss in 2016-Q2 was $5.2 million higher than the net loss in 2016-Q1 mainly due to the $4.7 million non-cash share-based payments expense from the 10,770,000 share options granted during the period. In addition, salaries increased as a result of hiring additional employees consistent with the Company’s growth, The increase in cash and cash equivalents and total assets from 2016-Q1 were primarily due to the completion of the four mineral property acquisitions in 2016-Q2, and in particular the $10.8M cash from Clifton Star.

In 2016-Q1, net loss decreased by 31% from 2015-Q4 primarily due to the $0.6 million non-recurring write-down of Mexican mineral properties. The increase in cash and cash equivalents and mineral properties from 2015-Q4 were primarily due to the completion of the Goldrush acquisition in 2016-Q1.

In 2015-Q4, net loss increased by 71% from 2015-Q3 primarily due to the $0.6 million non-recurring write-down of Mexican mineral properties which formed part of the Company’s strategic decision to drop certain concessions. Cash and cash equivalents steadily declined as the Company used its cash in operating and investing activities, including transaction costs for its mineral property acquisitions. Total assets increased $81.3 million following the acquisition of Gold Canyon and PC Gold in 2015-Q4.

The net loss in 2015-Q3 was $0.4 million higher than the net loss in 2015-Q2 primarily due to the increase in non-cash share-based payments expense, the hiring of additional employees, and the increase in marketing and investor relations initiatives given the Company engaged in more corporate activity. Cash and cash equivalents declined as the Company used cash to pay for its operating activities and transaction costs for its investing activities acquisition. Mineral properties increased $17.5 million following completion of the Coastal Gold acquisition.

The net loss in 2015-Q2 was $0.7 million, as the Company began to increase its activity following the RTO. Cash and cash equivalents steadily declined as the Company used its cash in operating and investing activities, including a temporary loan to Coastal Gold ahead of its acquisition. Mineral properties was comparable to 2015-Q1.

Excluding the non-cash share-based payments expense of $0.7 million, net loss in 2015-Q1 was $0.7 million. The increase in cash and cash equivalents was primarily due to the completion of a $5.0 million private placement and conversion of subscription receipts of $2.7 million. The Company’s $6.6 million portfolio consisted of Mexican and US mineral properties as of 2015-Q1.

Page 16

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

RESULTS OF CONTINUING OPERATIONS

For the three months and year ended December 31, 2016 and 2015

		Three months ended December 31,						Year ended December 31,
		2016			2015			2016			2015

EXPENDITURES
Administrative and office	$	259,738		$	62,685		$	580,628		$	175,970
Depreciation		52,878			814			150,144			6,910
Consultants		44,346			60,991			115,059			349,254
Exploration and evaluation		(74,568	)		22,706			102,607			86,221
Investor relations, corporate development and marketing communications		690,550			241,350			3,075,802			568,813
Professional fees		216,390			234,245			672,039			476,427
Salaries and directors fees		275,487			94,772			1,024,768			269,638
Share-based payments		249,382			268,633			5,154,642			1,267,851
Transfer agent and filing fees		69,668			8,148			189,355			107,400
Travel and accommodation		129,832			36,305			368,262			178,115
Loss before other items		(1,913,703	)		(1,030,649	)		(11,433,306	)		(3,486,599	)

Charge related to public company listing		-			-			-			(655,130	)

Foreign exchange gain (loss)		98,039			(178,998	)		980,590			(271,659	)
(Loss) gain on divestiture of subsidiaries		(35,229	)		-			806,714			-
Gain on debt settlement		-			3,650			3,408			99,764
Marketable securities fair value adjustment		(1,246,940	)		-			(1,071,944	)		-
Interest and other expenses		(66,831	)		(110,973	)		(219,183	)		(209,044	)
Interest and other income		96,737			4,857			263,912			7,155
Write-down of mineral properties		(485,114	)		(566,544	)		(485,114	)		(566,544	)

Net loss for the year	$	(3,553,041	)	$	(1,878,657	)	$	(11,154,923	)	$	(5,082,057	)

Other comprehensive (loss) income
Items that may be reclassified to profit or loss:
Reclassification of currency translation adjustment on divestiture of subsidiaries		-			-			(1,021,847	)		-
Currency translation adjustment		95,596			455,219			(361,723	)		1,424,729
Other comprehensive (loss) income		95,596			455,219			(1,383,570	)		1,424,729

Total comprehensive loss for the year	$	(3,457,445	)	$	(1,423,438	)	$	(12,538,493	)	$	(3,657,328	)

Fiscal Year 2016 Compared to Fiscal Year 2015

For the year ended December 31, 2016, total expenditures increased by $7,946,707 compared to the year ended December 31, 2015. This increase was primarily due to the following variances.

Administrative and office expenses increased by $404,658 during the year ended December 31, 2016 compared to the same period in 2015. This increase was due to the increased corporate activity of the Company.
Investor relations, corporate development and marketing communications expenses increased by $2,506,989 in 2016 compared to the same period in 2015, due to an overall increase in marketing initiatives, corporate development activities and attendance at retail and institutional investor conferences.

Page 17

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Professional fees increased by $195,612 during the year ended December 31, 2016 compared to the year ended December 31, 2015. This increase was primarily due to increased legal, accounting and auditor fees in 2016 as a result of the acquisitions and sale transaction, which were not comparable in the comparative period following the Company listing on March 30, 2015.
For the year ended December 31, 2016, salaries and directors fees increased by $755,130 compared to the same period of prior year. This increase was primarily due to the hiring of additional employees and the commencement of directors fees. No director fees were recorded in 2015.
For the year ended December 31, 2016, share-based payments increased by $3,886,791 compared to the same period of prior year as more share options with a higher fair value per option were granted during the year of 2016 compared to the same period of 2015.

In addition, notable variances of other income and expense items were as follows:

The foreign exchange gain in the year in 2016 was primarily a result of the reclassification of $1,021,847 million in accumulated other comprehensive income, currency translation adjustment, into foreign exchange gain in the statements of net income (loss). This was a result of the divestiture of a foreign subsidiary, with US dollar functional currency, from the Silver One Transaction. The foreign exchange loss in the year in 2015 was predominantly the result of Canadian entities’ accounts payable and loan payable balances that were denominated in US dollars.
During the year ended December 31, 2016, a non-cash gain on divestiture of subsidiaries of $806,714 was recorded compared to $nil in the same period of 2015. This was the accounting gain from the Silver One Transaction.
For the year ended December 31, 2016, a marketable securities fair value adjustment of $(1,071,944) was recorded compared to $nil in the prior year period. The negative fair value adjustment was primarily driven by the mark to market adjustment on the Silver One securities.
During the year ended December 31, 2015, the Company recognized a one-time charge, related to the RTO public company listing, of $655,130 which represented the fair value of consideration paid in excess of net assets acquired, less associated transaction costs.
For the year ended December 31, 2016, a currency translation adjustment (“CTA”) loss of $1,383,570 was recorded, compared to a $1,424,729 gain in the prior year period. The CTA loss in the 2016 year was primarily a result of the reclassification of $1,021,847 million of accumulated other comprehensive income as described above and the revaluation of mineral property balances, which were held by foreign subsidiaries with a US dollar function currency. CTA fluctuations were a result of the closing USD/CAD foreign exchange rate having decreased in the 2016 year but increased in the 2015 year.

Fourth Quarter 2016 Compared to Fourth Quarter 2015

For the three months ended December 31, 2016, total expenditures increased by $883,054 compared to the three months ended December 31, 2015. This increase was primarily due to the following variances.

Administrative and office expenses increased by $197,053 during the three months ended December 31, 2016, compared to the three months ended December 31, 2015. This increase was due to the increased corporate activity of the Company.
Investor relations, corporate development and marketing communications expenses increased by $449,200 during the three months ended December 31, 2016, due to an overall increase in marketing initiatives, corporate development activities and attendance at retail and institutional investor conferences.
For the three months ended December 31, 2016, salaries and directors fees increased by $180,715 compared to the same period of the prior year. This increase was primarily due to the hiring of additional employees and the commencement of directors fees. No director fees were recorded in 2015.

Page 18

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Professional fees decreased by $17,855 during the three months ended December 31, 2016 compared to the three months ended December 31, 2015. This was primarily due to decreased level of acquisition and other corporate transaction activities in the fourth quarter of 2016 compared to the same period in 2015.
The amount for share-based payments remained comparable between the two periods in 2016 and 2015.

In addition, notable variances of other income and expense items were as follows:

For the three months ended December 31, 2016, a foreign exchange gain of $98,036 was recorded, compared to a loss of $178,998 for the three months ended December 31, 2015. The foreign exchange gain in the fourth quarter of 2016 was primarily a result of the strengthening USD/CAD foreign exchange rate which increased the CAD value of cash and cash equivalents denominated in US dollars. On the other hand, the foreign exchange loss in the same period of 2015 was primarily a result of the strengthening USD/CAD foreign exchange rate which increased the CAD value of accounts payable and loan payable denominated in US dollars.
For the three months ended December 31, 2016, a marketable securities fair value adjustment of $(1,246,940) was recorded compared to $nil in the prior year period. This negative fair value adjustment was primarily driven by the mark to market adjustment of the Silver One securities.
For the three months ended in December 31, 2016 and December 31, 2015, the Company recognized CTA gains, which were primarily due to the foreign exchange revaluation of mineral property balances held by foreign subsidiaries with a USD functional currency. The closing USD/CAD foreign exchange rates increased in both periods, resulting in CTA gains in both periods.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

		Year ended December 31,
		2016			2015
CASH PROVIDED BY (USED IN)
Operating activities	$	(7,079,546	)	$	(2,241,065	)
Investing activities		7,038,187			(5,314,031	)
Financing activities		32,542,594			8,225,594
CHANGE IN CASH AND CASH EQUIVALENTS		32,473,839			643,694
Working capital⁽¹⁾		39,601,370			(3,433,675	)
Cash and cash equivalents, beginning		683,608			39,914
Cash and cash equivalents, ending	$	33,157,447		$	683,608

(1)	Working Capital is a non-IFRS measurement with no standardized meaning under IFRS. For further information and a detailed reconciliation, please see section Non-IFRS Measures – Working Capital.

Cash and Cash Equivalents

The increase in cash and cash equivalents from December 31, 2015 to December 31, 2016 was primarily due to the $26,842,807 of cash provided from the August 2016 private placement and the $14,243,523 of cash provided from corporate acquisitions and, partially offset by the cash used in operating and investing activities.

Operating Activities

Cash used in operating activities increased by $4,838,481 during the year ended December 31, 2016 compared to the same period in 2015. The increase in cash used was primarily due to the settlement of various liabilities associated with acquisitions, and other accounts payable related to increased expenditures following the Company’s growth.

Page 19

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Investing Activities

Cash provided by investing activities increased by $12,352,218 during the year ended December 31, 2016 compared to the same period in 2015. The increase was primarily related to the $14,243,523 of residual cash from the acquisitions during the 2016 year, partially offset by the mineral property expenditures of $4,052,848 and cash transaction costs incurred on the five acquisitions during the 2016 year of $2,277,652. This compared to mineral property expenditures of $1,567,255 and cash transaction costs of $4,076,843 in the 2015 year.

Financing Activities

The cash provided by financing activities in the year ended December 31, 2016, was primarily the result of net cash proceeds of $26,842,807 from the August 2016 private placement and proceeds of $6,581,962 from exercise of warrants and share options. The cash provided by financing activities during the year ended December 31, 2015 were mainly due to the proceeds of pre-RTO private placements of $4,478,580 and cash released from escrow of $2,723,750.

Trends in Liquidity, Working Capital, and Capital Resources

As at December 31, 2016, the Company has working capital of $39,601,370. The Company has no history of revenues from its operating activities. The Company is not in commercial production on any of its mineral properties and accordingly does not generate cash from operations. During the year ended December 31, 2016, the Company had negative cash flow from operating activities, and the Company anticipates it will have negative cash flow from operating activities in future periods.

The Company has, in the past, financed its activities by raising capital through equity issuances. Until it can generate a positive cash flow position, in order to finance its exploration programs, the Company will remain reliant on the equity markets for raising capital, in addition to adjusting spending, disposing of assets and obtaining other non-equity sources of financing.

The Company believes it has sufficient cash resources to meet its exploration and administrative overhead expenses and maintain its planned exploration activities for the next twelve months. However, there is no guarantee that the Company will be able to maintain sufficient working capital in the future due to market, economic and commodity price fluctuations.

OUTLOOK

The Company’s principal business activity is the acquisition of high-quality mineral assets in the Americas with a view to either advancing them or holding them until a time when market values improve. At a time when market values are significantly lower than in the immediately preceding years, the Company’s key objective is to rapidly build and expand its mineral bank. As at December 31, 2016, the Company holds a portfolio of 25 mineral properties in Canada, Mexico and the United States. This increased from 19 mineral properties as at December 31, 2015 following the 2016 acquisitions of Goldrush, Clifton Star, Cameron Gold, and Tamaka in addition to the Pitt Gold property acquisition.

In 2017, capital investments are underway at certain Canadian mineral properties, which include temporary structures to hold drill core and support drill core logging. Given the Company’s healthy working capital position of $39.6 million as at December 31, 2016, primarily a result of the private placement financing in August 2016, planned exploration drill campaigns are currently underway at several of its tier 1 Canadian mineral properties. Additional drilling campaigns and low-cost technical enhancement initiatives are scheduled in late 2017. Finally, the Company has planned environmental studies, continued First Nations community consultations, and at least one preliminary economic assessment study before the end of 2017.

The Company’s goal is to grow its mineral bank by increasing its portfolio to 40 - 50 mineral properties, which will primarily be comprised of gold, silver, copper, lead, zinc and nickel, subject to market conditions. The Company intends to build shareholder value by ultimately entering into earn-in agreements with third-parties who would move the assets forward into production whilst the Company retains a residual interest. This could be in the form of a royalty, metal stream, minority interest, and/or equity positions in the acquiring third parties.

Page 20

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

MARKETABLE SECURITIES

In addition to the shares in Silver One Resources Inc. acquired as a result of the Mexican silver asset divestiture transaction, the Company holds other investments in publicly traded companies within the mining industry for strategic purposes.

Security		December		December
		31, 2016		31, 2015
Silver One Resources Inc. (TSX.V: SVE)	$	5,280,000	$	-
Other Marketable Securities		566,627		8,830
Total	$	5,846,627	$	8,830

MINERAL PROPERTY INVESTMENTS

The Company, through its subsidiary Clifton Star Resources Inc., has a 10% equity interest in the shares of Beattie Gold Mines Ltd., 2699681 Canada Ltd., and 2588111 Manitoba Ltd which directly or indirectly own various mining concessions and surface rights, collectively known as the Duparquet gold project which is one of the Canadian Tier 2 projects. As at December 31, 2016, the fair value of mineral property investments was $4,416,780 (December 31, 2015 - $nil).

Duparquet Gold Project, Quebec

Acquired through the acquisition of Clifton Star, the Duparquet Project covers 1,033 hectares and is located in the Abitibi Region of Quebec which is one of the world's most prolific gold producing regions. The Company owns a 10% indirect interest in the Duparquet Gold Project which, on a 100% basis, hosts an NI 43-101 compliant Measured Resource of 165,100t grading 1.45 g/t Au, containing 7,700 oz Au, an Indicated Resource of 59.5 Mt grading 1.57 g/t Au, containing 3.0 million oz Au and an Inferred Resource of 28.5 Mt grading 1.46 g/t Au, containing 1.3 million oz Au. The NI 43-101 technical report titled “Technical Report and Prefeasibility Study for the Duparquet Project” was filed on SEDAR on May 23, 2014. Infrastructure includes site roads, access to electrical power 15km away, tailings storage facility and water management solutions and ancillary site buildings. The Duparquet Gold Project is currently comprised of three mineral properties: Beattie, Donchester and Dumico. The 2014 prefeasibility study includes pre-production capital costs of $394 million, a pay-back period of 4.3 years and pre-tax NPV (5%) of $222 million at USD $1,300 per oz Au.

RELATED PARTY TRANSACTIONS

Service or Item		Year ended December 31,
		2016		2015
Administration and office expenses	$	192,813	$	102,302

As at December 31, 2016, included in accounts payable is an amount of $20,141 (December 31, 2015 - $40,492) due to the Chief Executive Officer. Included in current liabilities is an amount of $454,819 (December 31, 2015 - $1,560,073) due to First Majestic relating to the promissory notes, as well as $1,487 (December 31, 2015 - $15,000) due to First Majestic for administration and office expenses.

Key Management Compensation

Key management includes the Officers and Directors of the Company. The compensation paid or payable to key management for services during the years ended December 31, 2016 and 2015 are as follows:

Page 21

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Service or Item		Year ended December 31,
		2016		2015
Directors’ fees	$	121,000	$	-
Salaries and fees		714,606		380,464
Share-based payments (non-cash)		4,309,634		949,408
Total	$	5,145,240	$	1,329,872

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

NON-IFRS MEASURES – WORKING CAPITAL

The Company has included a non-IFRS measure for "working capital” in this MD&A to supplement its financial statements, which are presented in accordance with IFRS. The Company believes that this measure provides investors with an improved ability to evaluate the performance of the Company. Non-IFRS measures do not have any standardized meaning prescribed under IFRS. 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.

		December 31,		December 31,
		2016		2015

Current assets	$	40,825,864	$	1,274,452
Less Current liabilities		1,224,494		4,708,127
Working capital	$	39,601,370	$	(3,433,675	)

Page 22

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

CHANGES IN ACCOUNTING POLICIES

The annual consolidated financial statements for the year ended December 31, 2016 were prepared using accounting policies consistent with those used in the audited annual consolidated financial statements for the year ended December 31, 2015.

ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED

The following are accounting standards anticipated to be effective January 1, 2017 or later:

IAS 7 Statement of Cash Flows
The amendments require entities to provide disclosures about changes in their liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). The amendments are effective for annual periods beginning on or after January 1, 2017. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

IAS 12 Income Taxes
IAS 12 has amendments to clarify the accounting for deferred tax assets for unrealised losses on debt instruments measured at fair value. The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explains in which circumstances taxable profit may include the recovery of some assets for more than their carrying amount. Application of the standard is mandatory for annual periods beginning on or after January 1, 2017. Currently, no impact on the Company’s consolidated financial statements is expected.

IFRS 2 Share-based Payments
The IASB issued amendments to IFRS 2 in relation to classification and measurement of share-based payment transactions.

The amendments address three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction, the classification of a share-based payment transaction with net settlement features for withholding tax obligations, and the accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash-settled to equity-settled. The amendments are effective for annual periods beginning on or after January 1, 2018. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

IFRS 9 Financial Instruments
IFRS 9 will replace IAS 39 “Financial Instruments: Recognition and Measurement”. IFRS 9 utilizes a single approach to determine whether a financial asset is measured at amortized cost or fair value and a new mixed measurement model for debt instruments having only two categories: amortized cost and fair value. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. It also introduces a new expected loss impairment model and limited changes to the classification and measurement requirements for financial assets. Application of the standard is mandatory for annual periods beginning on or after January 1, 2018, with early application permitted. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

Page 23

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

IFRS 15 Revenue from Contracts with Customers
IFRS 15 will replace IAS 18 “Revenue”, IAS 11 “Construction Contracts”, and related interpretations on revenue. IFRS 15 establishes a single five-step model framework for determining the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer. Application of the standard is mandatory for annual periods beginning on or after January 1, 2018, with early application permitted. Currently, no impact on the Company’s consolidated financial statements is expected.

IFRS 16 Leases
IFRS 16 will replace IAS 17 “Leases”. IFRS 16 specifies how to recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Application of the standard is mandatory for annual periods beginning on or after January 1, 2019, with early application permitted. The Company is currently evaluating the impact this standard is expected to have on its consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The accounting estimates and judgments considered to be significant to the Company include the carrying values of mineral properties, the valuation of share-based payments and warrants, the determination of functional currency, accounting determinations following acquisitions, deferred income taxes, and future environmental obligations. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In the year ended December 31, 2016, the Company did not identify any areas where revisions to estimates and assumptions have resulted in material changes to the results or financial position of the Company.

Impairment assessments:
Management reviews the carrying values of its mineral properties on at least an annual basis, or when an impairment indicator exists, to determine whether an impairment should be recognized. In addition, capitalized costs related to relinquished property rights are written off in the period of relinquishment. Capitalized costs in respect of the Company’s mineral properties amounted to $223,462,223 as at December 31, 2016. These costs may not be recoverable and there is a risk that these assets may be written down in future periods.

Fair value of share-based payments:
The Company uses the fair-value method of accounting for share-based payments related to incentive share options and compensation warrants modified or settled. Under this method, compensation cost attributable to options and warrants granted is measured at fair value at the grant date and expensed over the vesting period. In determining the fair value, the Company makes estimates of the expected volatility of the stock as well as an estimated risk-free interest rate and the expected life using the Black-Scholes model. Changes to these estimates could result in the fair value of the share-based payments expense being less than or greater than the amount recorded. During the year ended December 31, 2016, the Company granted 11,520,000 stock options to Directors, Officers, employees and consultants.

Page 24

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Acquisitions:
The Company has to determine whether each acquisition should be accounted for as a business combination or an asset acquisition. As dictated by IFRS 3 Business Combinations (“IFRS 3”), the components of a business must include inputs, processes and outputs. Management has assessed its acquisitions and has concluded that each did not include all the necessary components of a business. As such, they have been recorded as asset acquisitions, being the purchase of mineral properties and/or working capital.

The Company must use judgment to determine whether it is the acquirer in each acquisition transaction. Under IFRS 10, the acquirer is the entity that obtains control of the acquiree in the acquisition. If it is not clear which company is the acquirer, additional information must be considered, such as the combined entity’s relative voting rights, existence of a large minority voting interest, composition of the governing body and senior management, and the terms behind the exchange of equity interests.

Taxes:
The Company measures deferred income tax assets and liabilities using enacted or substantively enacted tax rates at the reporting date in effect for the period in which the temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized as part of the provision for income taxes in the period that includes the enactment date. The recognition of deferred income tax assets is based on the assumption that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized.

Environmental reclamation provisions:
The Company must determine if estimates of the future costs to complete reclamation work is required to comply with existing laws, regulations and agreements in place at each exploration site. Actual costs incurred may differ from those amounts estimated. Future changes to environmental laws and regulations could increase the extent of reclamation work required by the Company. Management determined at the balance sheet date that no material environmental reclamation provisions were required under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.

Financial assets:
The Company makes estimates and assumptions that affect the carrying value of its financial assets. Certain financial assets are designated as fair value through profit and loss, and management needs to determine the fair value based on various estimates and assumptions including equity prices, commodity prices, and other unobservable market data. Changes to these estimates and assumptions could result in the fair value being less than or greater than the amount recorded.

FINANCIAL INSTRUMENTS

a) Market Risk

Page 25

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Foreign Currency Risk

		USD Amount			MXN Amount			Total
Cash and cash equivalents	$	3,429,354		$	16,944		$	3,446,298
Receivables and prepaid expenditures		1,113,736			36,400			1,150,136
Value added tax receivable		-			67,977			67,977
Accounts payable and accrued liabilities		(82,117	)		(15,869	)		(97,986	)
Loans payable		(454,819	)		-			(454,819	)
Net exposure	$	4,006,154		$	105,452		$	4,111,606
Effect of +/- 10% change in currency	$	400,615		$	10,545		$	411,160

Interest Rate Risk

b) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or 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, receivables and value added tax receivables, prepaid expenditures and the reclamation deposit. The Company considers credit risk with respect to its cash and cash equivalents to be immaterial as cash and cash equivalents are mainly held through large Canadian financial institutions. The Company is exposed to credit risk related to receivables collectible from third party and value added tax collectible from the government of Mexico. All balances are expected to be recovered in full. The valued added tax receivable is classified as non-current due to the tax rules, the complex and untimely collection process.

c) Liquidity Risk

Page 26

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

The following table summarizes the maturities of the Company’s financial liabilities as at December 31, 2016 based on the undiscounted contractual cash flows:

		Carrying		Contractual		Less than		1 – 3		4 – 5		After 5
		Amount		Cash Flows		1 year		years		years		years
Accounts payable and accrued liabilities	$	769,675	$	769,675	$	769,675	$	-	$	-	$	-
Loans payable		454,819		473,554		473,554		-		-		-
Debenture liability		2,106,371		3,220,040		213,990		427,980		2,465,980		112,090
Total	$	3,330,865	$	4,463,269	$	1,457,219	$	475,066	$	2,465,980	$	112,090

As at December 31, 2016, the Company had cash and cash equivalents of $33,157,447 (December 31, 2015 - $683,608). The Company believes it has sufficient cash on hand to meet operating requirements as they arise for at least the next 12 months.

RISKS AND UNCERTAINTIES

Financing Risks

The Company has finite financial resources, has no source of operating cash flow and has no assurance that additional funding will be available to it for further acquisitions of companies or projects. Such further acquisitions may be dependent upon the Company’s ability to obtain financing through equity or debt financing or other means. Failure to obtain additional financing could result in delay or indefinite postponement of exploration and development of the Company’s existing projects which could result in the loss of one or more of its properties.

Exploration and Development Risks

The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. These risks include:

few properties that are explored are ultimately developed into producing mines;
there can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable;
with all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions; and
mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in an increase in our resource base.

Unsuccessful exploration or development programs could have a material adverse impact on the Company’s operations and financial condition.

No History of Mineral Production

The Company has no history of commercially producing metals from its mineral exploration properties. The Company’s current business model does not contemplate that it will establish mining operations ourselves on any property, however, the business plan anticipates that the Company may retain interests in properties which it has transferred to other parties and who may choose to establish mining operations. As a result, the Company’s business may (indirectly) by subject to risks with respect to mineral production. There can be no assurance that any party will successfully establish mining operations or profitably produce gold or other precious metals on any property in which the Company maintains an interest. The development of mineral properties involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. The commercial viability of a mineral deposit is dependent upon a number of factors which are beyond the Company’s control, including the attributes of the deposit, commodity prices, government policies and regulation and environmental protection. Fluctuations in the market prices of minerals may render reserves and deposits containing relatively lower grades of mineralization uneconomic.

Page 27

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

None of the Company’s properties are currently under development or production. The future development of any properties found to be economically feasible will require the operator to obtain licenses and permits and will require the construction and operation of mines, processing plants and related infrastructure. As a result, the development of any property will be subject to all of the risks associated with establishing new mining operations and business enterprises, including, but not limited to:

the timing and cost of the construction of mining and processing facilities;
the availability and costs of skilled labour and mining equipment;
the availability and cost of appropriate smelting and/or refining arrangements;
the need to obtain necessary environmental and other governmental approvals and permits and the timing of those approvals and permits; and
the availability of funds to finance construction and development activities.

It is common in new mining operations to experience unexpected problems and delays during development, construction and mine start-up. In addition, delays in the commencement of mineral production often occur. Accordingly, there are no assurances that the Company’s activities and those of its business partners will result in profitable mining operations or that mining operations will be established at any of the Company’s properties.

Acquisition of Business Arrangements

As part of the Company’s business strategy, we have sought and will continue to seek new mining and exploration opportunities in the mining industry. In pursuit of such opportunities, the Company may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their workforce into the Company. Ultimately, any acquisitions would be accompanied by risks, which could include:

a significant change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio;
a material ore body could prove to be below expectations;
difficulty in integrating and assimilating the operations and workforce of any acquired companies;
realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise;
the bankruptcy of parties with whom we have arrangements;
maintaining uniform standards, policies and controls across the organization;
disruption of our ongoing business and its relationships with employees, suppliers, contractors and other stakeholders as we integrate the acquired business or assets;
the acquired business or assets may have unknown liabilities which may be significant;
delays as a result of regulatory approvals; and
exposure to litigation (including actions commenced by shareholders) in connection with the transaction.

Any material issues that the Company encounters in connection with an acquisition could have a material adverse effect on its business, results of operations and financial position.

Mineral Reserves/Mineral Resources

The properties in which the Company holds an interest are currently considered to be in the early exploration stage only and do not contain a known body of commercial minerals. Mineral resources and mineral reserves are, in the large part, estimates and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized.

Page 28

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

Mineral resources on the Company’s properties have been determined based upon assumed metal prices and operating costs. Future production could differ dramatically from resource and reserve estimates because, among other reasons:

mineralization or formations could be different from those predicted by drilling, sampling and similar examinations;
calculation errors could be made in estimating mineral resources and mineral reserves;
increases in operating mining costs and processing costs could adversely affect mineral resources and mineral reserves;
the grade of the mineral resources and mineral reserves may vary significantly from time to time and there is no assurance that any particular level of metals may be recovered from the ore; and
declines in the market price of the metals may render the mining of some or all of the mineral reserves uneconomic.

Any reduction in estimated mineral resources as a result could require material write downs in investment in the affected mining property and increased amortization, reclamation and closure charges, which could have a material and adverse effect on future cash flows for the property and on the Company’s earnings, results of operations and financial condition.

Substantial Capital Requirements

The Company’s management team anticipates that it may make substantial capital expenditures for the acquisition, exploration and development of properties, in the future. As the Company is in the exploration stage with no revenue being generated from the exploration activities on its mineral properties, the Company has limited ability to raise the capital necessary to undertake or complete future exploration work, including drilling programs. There can be no assurance that debt or equity financing will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Company and any such financing may result in substantial dilution to existing shareholders. Moreover, future activities may require the Company to alter its capitalization significantly. The Company’s inability to access sufficient capital for its operations could have a material adverse effect on the Company’s financial condition, results of operations or prospects. In particular, failure to obtain such financing on a timely basis could cause the Company to forfeit our interest in certain properties, miss certain acquisition opportunities and reduce or terminate our operations.

History of Net Losses

The Company hasn’t received any revenue to date from the exploration activities on its properties, and there is no assurance that any of the properties that it has or will acquire pursuant to acquisitions or otherwise will generate earnings, operate profitably or provide a return on investment in the future. The Company has not determined that production activity is warranted on any of its mineral properties. Even if the Company (alone or in conjunction with a third party) undertake development and production activities on any of the mineral properties, there is no certainty that the Company will produce revenue, operate profitably or provide a return on investment in the future. The Company is subject to all of the risks associated with new mining operations and business enterprises including, but not limited to:

the timing and cost, which can be considerable, for the further construction of mining and processing facilities;

the availability and costs of skilled labour, consultants, mining equipment and supplies;
the availability and cost of appropriate smelting and/or refining arrangements;
the need to obtain necessary environmental and other governmental approvals, licenses and permits, and the timing of those approvals, licenses and permits; and
the availability of funds to finance construction and development activities.

Page 29

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

It is common in new mining operations to experience unexpected problems and delays during construction, development, and mine start-up. In addition, delays in mineral production often occur. Accordingly, there are no assurances that the Company’s activities will result in sustainable profitable mining operations or that we will successfully establish mining operations or profitably produce metals at any of our other properties.

Global Financial Conditions

Global financial conditions continue to be characterized by volatility. Many industries, including the mining industry, are impacted by volatile market conditions. Global financial conditions remain subject to sudden and rapid destabilizations in response to economic shocks. A slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, fluctuations in fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth and financial condition. Future economic shocks may be precipitated by a number of causes, including the government debt levels, fluctuations in the price of oil and other commodities, the volatility of metal prices, geopolitical instability, terrorism, the volatility of currency exchanges, the devaluation and volatility of global stock markets and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact the Company’s ability to obtain equity or debt financing in the future on terms favourable to the Company or at all. In such an event, the Company’s operations and financial condition could be adversely impacted.

Indigenous Peoples

Various international and national laws, codes, resolutions, conventions, guidelines, and other materials relate to the rights of indigenous peoples including the first nations of Canada. The Company operates in some areas presently or previously inhabited or used by indigenous peoples including areas covered by treaties among the first nations, the federal and provincial governments. Many of these materials impose obligations on government to respect the rights of indigenous people. Some mandate that government consult with indigenous people regarding government actions which may affect indigenous people, including actions to approve or grant mining rights or permits. The obligations of government and private parties under the various international and national materials pertaining to indigenous people continue to evolve and be defined. The Company’s current and future exploration program may be subject to a risk that one or more groups of indigenous people may oppose development on any of its properties or on properties in which it holds a direct or indirect interest. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression against the Company’s activities or other parties to whom the Company has transferred properties. Opposition by indigenous people to the Company’s operations may require modification of or preclude development of its projects or projects on properties in which the Company holds a direct or indirect interest or may require the Company or a third party to enter into agreements with indigenous people with respect to projects on such properties. Such agreements may have a material adverse effect on the Company’s business, financial condition and results of operations.

Environmental Laws and Regulations

The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities. The Company cannot give any assurance that, notwithstanding its precautions and limited history of activities, breaches of environmental laws (whether inadvertent or not) or environmental pollution will not result in additional costs or curtailment of planned activities and investments, which could have a material and adverse effect on the Company’s future cash flows, earnings, results of operations and financial condition. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Companies engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or any future production costs or require abandonment or delays in the development of new mining properties.

Page 30

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

FINANCIAL LIABILITIES AND COMMITMENTS

As of December 31, 2016, the Company’s financial liabilities and commitments are summarized as follows:

		Contractual		Less than 1		1 – 3		4 – 5		After 5
		Cash Flows		year		years		years		years
Accounts payable and accrued liabilities	$	769,675	$	769,675	$	-	$	-	$	-
Loans payable		473,554		473,554		-		-		-
Debenture liability		3,220,040		213,990		427,980		2,465,980		112,090
Commitments		132,688		85,602		47,086		-		-
Total	$	4,595,957	$	1,542,821	$	475,066	$	2,465,980	$	112,090

Management is of the view that the above financial liabilities and commitments will be sufficiently funded by current working capital.

Certain of the mineral properties in which the Company has interests are subject to net smelter returns ("NSRs"), payable at a time in the future when the project enters production, or which may be bought back by the Company prior to that time under certain terms and conditions. As at December 31, 2016, the Company’s significant NSR arrangements on its tier 1 mineral properties were as follows:

Mineral property	Interest	NSR	Buyback
Hope Brook	21 mineral licenses	2% NSR	Buyback of 1% NSR for $1 million
Springpole	15 patented claims	3% NSR	-
Springpole	10 patented claims	3% NSR	Buyback of up to 2% NSR for $2 million
Springpole	5 patented claims	3% NSR	Buyback of 1% NSR for $1 million
Springpole	6 unpatented claims	3% NSR	Buyback of up to 3% NSR for $1.5 million
Pickle Crow	8 patented claims 21 unpatented claims	2% NSR	Buyback of 1% NSR for $1 million
Pickle Crow	28 unpatented claims	3% NSR	Buyback of 1% NSR for $2 million
Pickle Crow	13 mineral claims	3% NSR	-
Cameron	4 patented claims 20 unpatented claims	1% NSR	-
Cameron	133 unpatented claims	1% NSR	-
Cameron	47 unpatented claims	1.5% NSR	Buyback of 0.75% NSR for $0.75 million
Goldlund	21 patented claims	2.5% NSR	Buyback of 2.5% NSR for $2.5 million
Goldlund	6 patented claims	1% NSR	-
Goldlund	15 mining claims	2% NSR	Buyback of 2% NSR for $1.5 million

CONTINGENCIES

Page 31

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

QUALIFIED PERSONS

Dr. Christopher Osterman, P.Geo, CEO of First Mining, is a Qualified Person as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects, and is responsible for the review and verification of the technical information in the MD&A.

SECURITIES OUTSTANDING

Authorized share capital: The Company can issue an unlimited number of common shares with no par value and an unlimited number of preferred shares with no par value. No preferred shares have been issued as at March 28, 2017.

All share information is reported as of March 27, 2017 in the following table.

Issued and Outstanding Common Shares				543,468,233
	Expiry Date	Weighted average Exercise Price	Number
Options	June 16, 2017 – February 10, 2022	$0.73	34,587,383
Warrants	February 15, 2018 – June 16, 2021	$0.81	50,093,410
				84,680,793

Fully Diluted				628,149,026

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, with the participation of its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has 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, 2016, 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 32

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

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 rules of the United States Securities and Exchange Commission and 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 financial statements for external purposes in accordance with IFRS as issued by the IASB. The Company’s internal control over financial reporting includes policies and procedures that:

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;
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.

The Company's management evaluated the effectiveness of our ICFR based upon the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management's evaluation, our CEO and CFO concluded that our ICFR was effective as of December 31, 2016.

There has been no change in the Company's internal control over financial reporting during the year ended December 31, 2016 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

LIMITATIONS OF CONTROLS AND PROCEDURES

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, 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 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 also is 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 not be detected.

FORWARD LOOKING INFORMATION

This MD&A is based on a review of the Company’s operations, financial position and plans for the future based on facts and circumstances as of December 31, 2016. Except for historical information or statements of fact relating to the Company, this document contains “forward-looking statements” within the meaning of applicable Canadian securities regulations. 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 our expectations are disclosed in the Company’s documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies we are bound. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and we do not undertake any obligation to update forward-looking statements should conditions or our estimates or opinions change. These statements involve known and unknown risks, uncertainties, and other factor 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.

Page 33

FIRST MINING FINANCE CORP.	Management Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months and year ended December 31, 2016

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND RESERVE ESTIMATES

This Management’s Discussion and Analysis has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ in certain material respects from the disclosure requirements of United States securities laws. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian NI 43-101 Standards of Disclosure for Mineral Projects and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the disclosure requirements promulgated by the Securities and Exchange Commission (the “Commission”) and contained in Industry Guide 7 (“Industry Guide 7”). Under Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report mineral reserves, the three-year historical average price is used in any mineral reserve or cash flow analysis to designate mineral reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101. However, these terms are not defined terms under Industry Guide 7 and are not permitted to be used in reports and registration statements of United States companies filed with the Commission. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into mineral reserves. “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, estimates of 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 mineral resource is permitted disclosure under Canadian regulations. In contrast, the Commission only permits U.S. companies to report mineralization that does not constitute “mineral reserves” by Commission standards as in place tonnage and grade without reference to unit measures.

Accordingly, information contained in this Management’s Discussion and Analysis may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations of the Commission thereunder.

Page 34

EX-99.4 5 exhibit99-4.htm EXHIBIT 99.4 First Mining Finance Corp.: Exhibit 99.4 - Filed by newsfilecorp.com

CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Christopher Osterman, certify that:

1.	I have reviewed this annual report on Form 40-F of First Mining Finance Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.	The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.	The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: April 19, 2017

/s/ Christopher Osterman

Christopher Osterman

Chief Executive Officer

(Principal Executive Officer)

EX-99.5 6 exhibit99-5.htm EXHIBIT 99.5 First Mining Finance Corp.: Exhibit 99.5 - Filed by newsfilecorp.com

CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Andrew Marshall, certify that:

1.	I have reviewed this annual report on Form 40-F of First Mining Finance Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.	The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting 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 generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.	The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: April 19, 2017

/s/ Andrew Marshall

Andrew Marshall

Chief Financial Officer

(Principal Financial Officer and) Principal

Accounting Officer

EX-99.6 7 exhibit99-6.htm EXHIBIT 99.6 First Mining Finance Corp.: Exhibit 99.6 - Filed by newsfilecorp.com

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Christopher Osterman, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(a)	the annual report on Form 40-F of First Mining Finance Corp. for the year ended December 31, 2016 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(b)	information contained in the Form 40-F fairly presents, in all material respects, the financial condition and results of operations of First Mining Finance Corp.

Date: April 19, 2017

/s/ Christopher Osterman

Christopher Osterman

Chief Executive Officer

(Principal Executive Officer)

EX-99.7 8 exhibit99-7.htm EXHIBIT 99.7 First Mining Finance Corp.: Exhibit 99.7 - Filed by newsfilecorp.com

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Andrew Marshall, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(a)	the annual report on Form 40-F of First Mining Finance Corp. for the year ended December 31, 2016 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(b)	information contained in the Form 40-F fairly presents, in all material respects, the financial condition and results of operations of First Mining Finance Corp.

Date: April 19, 2017

/s/ Andrew Marshall

Andrew Marshall

Chief Financial Officer

(Principal Financial Officer and) Principal Accounting Officer

EX-99.8 9 exhibit99-8.htm EXHIBIT 99.8 First Mining Finance Corp.: Exhibit 99.8 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

This letter is provided in connection with the Company’s Form 40-F annual report for the year ended December 31, 2016 (the “Annual Report”) to be filed by the Company with the United States Securities and Exchange Commission (the “SEC”). The Annual Report incorporates by reference the Annual Information Form of the Company for the year ended December 31, 2016.

I, Adrian Dance, Ph.D., P.Eng. of SRK Consulting (Canada) Inc., hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“Preliminary Economic Assessment for the Springpole Gold Project, Ontario, Canada” dated October 7, 2016 (the “Technical Report”).

and to references to the Technical Report, or portions thereof, in the Annual Report and to the inclusion and incorporation by reference of the information derived from the Technical Report in the Annual Report.

Yours truly,

/s/ Adrian Dance, Ph.D., P.Eng.

Adrian Dance, Ph.D., P.Eng.

Principal Consultant

SRK Consulting (Canada) Inc.

EX-99.9 10 exhibit99-9.htm EXHIBIT 99.9 First Mining Finance Corp.: Exhibit 99.9 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, Dr. Gilles Arseneau, Ph.D., P.Geo., of SRK Consulting (Canada) Inc., hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“Preliminary Economic Assessment for the Springpole Gold Project, Ontario, Canada” dated October 7, 2016 (the “Technical Report”).

Yours truly,

/s/ Dr. Gilles Arseneau, Ph.D., P.Geo.

Dr. Gilles Arseneau, Ph.D., P.Geo.

Associate Consultant

SRK Consulting (Canada) Inc.

EX-99.10 11 exhibit99-10.htm EXHIBIT 99.10 First Mining Finance Corp.: Exhibit 99.10 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, John F. Duncan, P.Eng., Associate of SRK Consulting (Canada) Inc., hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“Preliminary Economic Assessment for the Springpole Gold Project, Ontario, Canada” dated October 7, 2016 (the “Technical Report”).

Yours truly,

/s/ John F. Duncan, P.Eng.

John F. Duncan, P.Eng.

Associate Consultant

SRK Consulting (Canada) Inc.

EX-99.11 12 exhibit99-11.htm EXHIBIT 99.11 First Mining Finance Corp.: Exhibit 99.11 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, Christopher Elliott, FAusIMM, of SRK Consulting (Canada) Inc., hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“Preliminary Economic Assessment for the Springpole Gold Project, Ontario, Canada” dated October 7, 2016 (the “Technical Report”).

Yours truly,

/s/ Christopher Elliott, FAusIMM

Christopher Elliott, FAusIMM

Principal Consultant (Mining)

SRK Consulting (Canada) Inc.

EX-99.12 13 exhibit99-12.htm EXHIBIT 99.12 First Mining Finance Corp.: Exhibit 99.12 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, Mark Liskowich, P.Geo., of SRK Consulting (Canada) Inc., hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“Preliminary Economic Assessment for the Springpole Gold Project, Ontario, Canada” dated October 7, 2016 (the “Technical Report”).

Yours truly,

/s/ Mark Liskowich, P.Geo.

Mark Liskowich, P.Geo.

Principal Consultant, Geoenvironmental

SRK Consulting (Canada) Inc.

EX-99.13 14 exhibit99-13.htm EXHIBIT 99.13 First Mining Finance Corp.: Exhibit 99.13 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, Michael Royle, M.App.Sci., P.Geo., of SRK Consulting (Canada) Inc., hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“Preliminary Economic Assessment for the Springpole Gold Project, Ontario, Canada” dated October 7, 2016 (the “Technical Report”).

Yours truly,

/s/ Michael Royle, M.App.Sci., P.Geo.

Michael Royle, M.App.Sci., P.Geo.

Principal Hydrogeologist

SRK Consulting (Canada) Inc.

EX-99.14 15 exhibit99-14.htm EXHIBIT 99.14 First Mining Finance Corp.: Exhibit 99.14 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, Bruce Murphy, P.Eng., FSAIMM, of SRK Consulting (Canada) Inc., hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“Preliminary Economic Assessment for the Springpole Gold Project, Ontario, Canada” dated October 7, 2016 (the “Technical Report”).

Yours truly,

/s/ Bruce Murphy, P.Eng., FSAIMM

Bruce Murphy, P.Eng., FSAIMM

Practice Leader

SRK Consulting (Canada) Inc.

EX-99.15 16 exhibit99-15.htm EXHIBIT 99.15 First Mining Finance Corp.: Exhibit 99.15 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, Dr. Ewoud Maritz Rykaart, Ph.D., P.Eng., of SRK Consulting (Canada) Inc., hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“Preliminary Economic Assessment for the Springpole Gold Project, Ontario, Canada” dated October 7, 2016 (the “Technical Report”).

Yours truly,

/s/ Dr. EM Rykaart, Ph.D., P.Eng.

Dr. EM Rykaart, Ph.D., P.Eng.

Practice Leader

SRK Consulting (Canada) Inc.

EX-99.16 17 exhibit99-16.htm EXHIBIT 99.16 First Mining Finance Corp.: Exhibit 99.16 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, Dino Pilotto, P.Eng., of JDS Energy & Mining Inc., hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“Preliminary Economic Assessment for the Springpole Gold Project, Ontario, Canada” dated October 7, 2016 (the “Technical Report”).

Yours truly,

/s/ Dino Pilotto, P.Eng.

Dino Pilotto, P.Eng.

Engineering Manager

JDS Energy & Mining Inc.

EX-99.17 18 exhibit99-17.htm EXHIBIT 99.17 First Mining Finance Corp.: Exhibit 99.17 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, Todd McCracken, P.Geo., of WSP Canada Inc., hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“Technical Report and Resource Estimation Update on the Goldlund Project”, with an effective date of September 20, 2016 (the “Technical Report”).

Yours truly,

/s/ Todd McCracken, P.Geo.

Todd McCracken, P.Geo.

Manager – Mining

WSP Canada Inc.

EX-99.18 19 exhibit99-18.htm EXHIBIT 99.18 First Mining Finance Corp.: Exhibit 99.18 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, Mark Drabble, B.App.Sci (Geology), MAIG, MAusIMM, of Optiro Pty Limited, hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“Technical Report on the Cameron Gold Deposit, Ontario, Canada”, with an effective date of January 17, 2017 (the “Technical Report”).

Yours truly,

/s/ Mark Drabble, B.App.Sci (Geology), MAIG, MAusIMM

Mark Drabble, B.App.Sci (Geology), MAIG, MAusIMM

Principal Consultant

Optiro Pty Limited

EX-99.19 20 exhibit99-19.htm EXHIBIT 99.19 First Mining Finance Corp.: Exhibit 99.19 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, Kahan Cervoj, B.App.Sci (Geology), MAIG, MAusIMM, of Optiro Pty Limited, hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“Technical Report on the Cameron Gold Deposit, Ontario, Canada”, with an effective date of January 17, 2017 (the “Technical Report”).

Yours truly,

/s/ Kahan Cervoj, B.App.Sci (Geology), MAIG, MAusIMM

Kahan Cervoj, B.App.Sci (Geology), MAIG, MAusIMM

Principal Consultant

Optiro Pty Limited

EX-99.20 21 exhibit99-20.htm EXHIBIT 99.20 First Mining Finance Corp.: Exhibit 99.20 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, B. Terrence Hennessey, P.Geo., of Micon International Limited, hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“A Mineral Resource Estimate For The Pickle Crow Property, Patricia Mining Division, Northwestern Ontario, Canada”, dated June 2, 2011 (the “Technical Report”).

Yours truly,

/s/ B. Terrence Hennessey, P.Geo.

B. Terrence Hennessey, P.Geo.

Micon International Limited

EX-99.21 22 exhibit99-21.htm EXHIBIT 99.21 First Mining Finance Corp.: Exhibit 99.21 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, Alan J. San Martin, MAusIMM(CP), of Micon International Limited, hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“A Mineral Resource Estimate For The Pickle Crow Property, Patricia Mining Division, Northwestern Ontario, Canada”, dated June 2, 2011 (the “Technical Report”).

Yours truly,

/s/ Alan J. San Martin, MAusIMM(CP)

Alan J. San Martin, MAusIMM(CP)

Micon International Limited

EX-99.22 23 exhibit99-22.htm EXHIBIT 99.22 First Mining Finance Corp.: Exhibit 99.22 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, Sam J. Shoemaker, Jr., B.Sc., Registered Member SME, hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“A Mineral Resource Estimate For The Pickle Crow Property, Patricia Mining Division, Northwestern Ontario, Canada”, dated June 2, 2011 (the “Technical Report”).

Yours truly,

/s/ Sam J. Shoemaker, Jr., B.Sc., Reg’d Mem SME

Sam J. Shoemaker, Jr., B.Sc., Reg’d Mem SME

EX-99.23 24 exhibit99-23.htm EXHIBIT 99.23 First Mining Finance Corp.: Exhibit 99.23 - Filed by newsfilecorp.com

April 19, 2017

VIA EDGAR

United States Securities and Exchange Commission

Re:	First Mining Finance Corp. (the “Company”)
	Annual Report on Form 40-F
	Consent of Expert

I, Michael P. Cullen, M.Sc., P.Geo., of Mercator Geological Services Limited, hereby consent to the use of my name in connection with reference to my involvement in the preparation of the following technical report:

“2015 Mineral Resource Estimate Technical Report for the Hope Brook Gold Project, Newfoundland and Labrador, Canada (the “Technical Report”).

Yours truly,

/s/ Michael P. Cullen, M.Sc., P.Geo.

Michael P. Cullen, M.Sc., P.Geo.

Mercator Geological Services Limited

EX-99.24 25 exhibit99-24.htm EXHIBIT 99.24 First Mining Finance Corp.: Exhibit 99.24 - Filed by newsfilecorp.com

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated March 27, 2017 relating to the consolidated financial statements of First Mining Finance Corp. and its subsidiaries (“First Mining”) appearing in this Annual Report on Form 40-F of First Mining for the year ended December 31, 2016.

/s/ “BDO Canada LLP”

Chartered Professional Accountants
Vancouver, Canada

April 19, 2017

EX-99.25 26 exhibit99-25.htm EXHIBIT 99.25 First Mining Finance Corp.: Exhibit 99.25 - Filed by newsfilecorp.com

FIRST MINING FINANCE CORP.

Audit Committee Charter

1.	INTRODUCTION

(a)	The audit committee (the “Committee”) is appointed by the board of directors (the “Board”) of First Mining Finance Corp. (the “Company”) to be responsible for the oversight of the accounting and financial reporting process and financial statement audits of the Company.

(b)	This charter is prepared to assist the Committee, the Board and management in clarifying responsibilities and ensuring effective communication between the Committee, the Board and management.

2.	COMPOSITION

(a)	The Committee will be composed of three directors from the Board, a majority of whom will be independent (as defined in National Instrument 58-101 Disclosure of Corporate Governance Practices).

(b)	All members of the Committee will be financially literate as defined by applicable legislation. If, upon appointment, a member of the Committee is not financially literate as required, the person will be provided a three month period in which to achieve the required level of literacy.

3.	RESPONSIBILITIES

The Committee has the responsibility to:

(i)	review and report to the board of directors of the Company on the following before they are publicly disclosed:

	(A)	the financial statements and MD&A (management discussion and analysis) (as defined in National Instrument 51-102 - Continuous Disclosure Obligations) of the Company;

	(B)	the auditor’s report, if any, prepared in relation to those financial statements,

(ii)	review the Company’s annual and interim earnings press releases before the Company publicly discloses this information;

(iii)	satisfy itself that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements and periodically assess the adequacy of those procedures;

(iv)	recommend to the board of directors:

	(A)	the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company; and

	(B)	the compensation of the external auditor,

(v)	oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting;

	(vi)	monitor, evaluate and report to the board of directors on the integrity of the financial reporting process and the system of internal controls that management and the board of directors have established;

	(vii)	monitor the management of the principal risks that could impact the financial reporting of the Company;

	(viii)	establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters;

	(ix)	pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company’s external auditor;

	(x)	review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company;

	(xi)	with respect to ensuring the integrity of disclosure controls and internal controls over financial reporting, understand the process utilized by the Chief Executive Officer and the Chief Financial Officer to comply with National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings; and

	(xii)	review, and report to the Board on its concurrence with the disclosure required by Form 52- 110F2 - Disclosure by Venture Issuers in any management information circular prepared by the Company.

4.	AUTHORITY

(a)	The Committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties and the Committee will set the compensation for such advisors.

(b)	The Committee has the authority to communicate directly with and to meet with the external auditor, without management involvement. This extends to requiring the external auditor to report directly to the Committee.

5.	REPORTING

(a)	The Committee will report to the Board on the proceedings of each Committee meeting and on the Committee’s recommendations at the next regularly scheduled Board meeting.

6.	EFFECTIVE DATE

(a)	This Charter was implemented by the Board on May 19, 2015.

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British Columbia, Canada	1040	Not Applicable
(Province or other jurisdiction	(Primary Standard Industrial	(I.R.S. Employer
of incorporation or	Classification Code Number)	Identification Number)
organization)

Title of each class:	Name of exchange on which registered:
None	None

Category	Year ended December 31, 2016		Year ended December 31, 2015
Audit Fees	$	131,750	$	64,200
Audit Related Fees	$	-	$	26,500
Tax Fees	$	34,714	$	7,313
All Other Fees	$	-	$	-

Mineral Resource	The term “mineral resource” refers to a concentration or occurrence of diamonds, natural, solid, inorganic or fossilized organic material including base and precious metals, coal and industrial minerals in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.

Measured Mineral Resource	The term “measured mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

Indicated Mineral Resource	The term “indicated mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

Inferred Mineral Resource	The term “inferred mineral resource” refers to that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

Qualified Person	The term “qualified person” refers to an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization.

We are publicly listed on the TSX Venture Exchange (“TSX-V”) under the trading symbol “FF”, on the Frankfurt Stock Exchange under the symbol “FMG” and in the US on the OTC-QX under the trading symbol “FFMGF”. Our experienced management team has decades of experience in evaluating, exploring and developing mineral assets. Since listing on the TSX-V in April 2015, First Mining has completed eight transactions, and as a result we have accumulated approximately 6.8 million ounces of gold Measured and Indicated Resources and approximately 5.0 million ounces of gold Inferred Resources across our entire property portfolio, which comprises of 25 mineral assets in Canada, Mexico and the United States.	First Mining Finance Corp.
	(TSX-V: FF; OTC-QX: FFMG; Frankfurt: FMG)

	Head Office:	Registered & Records Office:

	First Mining Finance Corp.	McCullough O’Connor Irwin LLP
	Suite 1805, Cathedral Place	Suite 2600, Oceanic Plaza
	925 West Georgia Street	1066 West Hastings Street
	Vancouver, BC V6C 3L2	Vancouver, BC V6E 3X1
	Canada	Canada
	Telephone: 604.639.8848

	•	maintain 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;
	•	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.

Exhibit	Description

99.1	Annual Information Form of the Company for the year ended December 31, 2016

99.2	Audited consolidated financial statements and related audit reports of the Company, for the year ended December 31, 2016 are exhibits to and form a part of this annual report

99.3	Management’s Discussion and Analysis for the year ended December 31, 2016

99.4	CEO Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

99.5	CFO Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

99.6	CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.7	CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.8	Consent of Dr. Adrian Dance, Ph.D., P.Eng., of SRK Consulting (Canada) Inc.

99.9	Consent of Dr. Gilles Arseneau, Ph.D., P.Geo., of SRK Consulting (Canada) Inc.

99.10	Consent of John F. Duncan, P.Eng., of SRK Consulting (Canada) Inc.

99.11	Consent of Christopher Elliot, FAusIMM, of SRK Consulting (Canada) Inc.

99.12	Consent of Mark Liskowich, P.Geo., of SRK Consulting (Canada) Inc.

99.13	Consent of Michael Royle, M.App.Sci., P.Geo., of SRK Consulting (Canada) Inc.

99.14	Consent of Bruce Murphy, P.Eng., FSAIMM, of SRK Consulting (Canada) Inc.

99.15	Consent of Dr. Ewoud Maritz Rykaart, Ph.D., P.Eng., of SRK Consulting (Canada) Inc.

99.16	Consent of Dino Pilotto, P.Eng., of JDS Energy & Mining Inc.

99.17	Consent of Todd McCracken, P.Geo., of WSP Canada Inc.

99.18	Consent of Mark Drabble, B.App.Sci (Geology), MAIG, MAusIMM, of Optiro Pty Limited

99.19	Consent of Kahan Cervoj, B.App.Sci (Geology), MAIG, MAusIMM, of Optiro Pty Limited

99.20	Consent of B. Terrence Hennessey, P.Geo., of Micon International Limited

99.21	Consent of Alan J. San Martin, MAusIMM(CP), of Micon International Limited

99.22	Consent of Sam J. Shoemaker, Jr., B.Sc., Reg’d Mem SME, of Micon International Limited

99.23	Consent of Michael P. Cullen, M.Sc., P.Geo., of Mercator Geological Services Limited

99.24	Consent of BDO Canada LLP, Independent Registered Public Accounting Firm

99.25	Audit Committee Charter of the Company

By:	/s/ Dr. Christopher Osterman
	Dr. Christopher Osterman
	Chief Executive Officer

*Important information about this document*	4
Reporting currency and financial information	4
Caution about forward-looking information	4
Examples of forward-looking information in this AIF	4
Material risks	5
Material assumptions	6
National Instrument 43-101 definitions	7
Glossary of units	8
Glossary of elements	8
Cautionary note to US investors	9

*About First Mining*	10
Vision and strategy	10
General overview of our business	11
Reorganizations	18
Major developments	18
Recent developments	20
Significant acquisitions	21
How First Mining was formed	21
Corporate organization chart	22
Our projects	22

*Material Properties*	23

*Springpole*	23
Technical report	23
Project description, location and access	23
History	25
Geological setting, mineralization and deposit types	25
Exploration	26
Drilling	26
Sampling, analysis and data verification	27
Mineral processing and metallurgical testing	29
Mineral resource estimates	30
Recent activities	31

*Goldlund*	33
Technical report	33
Project description, location and access	33
History	34
Geological setting, mineralization and deposit types	34
Exploration	35
Drilling	35
Sampling, analysis and data verification	36
Mineral processing and metallurgical testing	40
Mineral resource estimates	40

*Cameron*	42
Technical report	42
Project description, location and access	42
History	43
Geological setting, mineralization and deposit type	44
Exploration	44
Drilling	44

	•	It typically includes words and phrases about the future, such as expect, believe, estimate, anticipate, plan, intend, predict, goal, target, forecast, project, scheduled, potential, strategy and proposed (see examples listed below).

	•	It is based on a number of material assumptions, including those we have listed below, which may prove to be incorrect.

	•	Actual results and events may be significantly different from what we currently expect, because of the risks associated with our business. We list a number of these material risks on the next page. We recommend you also review other parts of this AIF, including the section “Risks that can affect our business” starting on page 74, which discuss other material risks that could cause our actual results to differ from current expectations.

	•	statements regarding future acquisitions of mineral properties

	•	our intention to acquire mineral assets in geopolitically safe areas of the Americas

	•	our objective of entering into agreements with other parties to advance our projects

	•	our plan to retain a residual interest in projects in the form of royalties, metal streams, minority interests or equity positions

	•	statements relating to our vision and strategy

	•	our intention to eventually pay a dividend to our shareholders

	•	statements relating to the criteria we will use when assessing potential acquisitions

	•	our belief that we will continue to be able to locate and retain professionals with the necessary specialized skills and knowledge

	•	statements regarding shifts in gold demand, increases in the number of urban consumers in China and India and increases in disposable income

	•	statements regarding higher average gold price in 2016 leading to an increase in capital spending in 2017

	•	our intention to continue to make expenditures to ensure compliance with applicable laws and regulations

	•	our expectation that we will release a new NI 43-101 (as defined herein) compliant preliminary economic assessment for the Springpole Project (as defined herein) around mid-2017

	•	our intentions and expectations regarding exploration at any of our mineral properties

	•	forecasts relating to mining, development and other activities at our operations

	•	forecasts relating to market developments and trends in global supply and demand for gold

	•	future royalty and tax payments and rates

	•	future work on our non-material properties

	•	our mineral reserve and mineral resource estimates

	•	exploration, development and production risks


	•	global financial conditions

	•	commodity price fluctuations

	•	availability of capital and financing on acceptable terms


	•	our mineral reserve and resource estimates may not be reliable, or we may encounter unexpected or challenging geological, hydrological or mining conditions


	•	our exploration plans may be delayed or may not succeed


	•	we may not be able to obtain or maintain necessary permits or approvals from government authorities


	•	we may be affected by environmental, safety and regulatory risks, including increased regulatory burdens or delays expenses, or our tax expense estimates, may prove to be inaccurate

	•	there may be defects in, or challenges to, title to our properties


	•	we may be unable to enforce our legal rights under our existing agreements, permits or licences, or may be subject to litigation or arbitration that has an adverse outcome


	•	accidents or equipment breakdowns may occur

	•	cyclical nature of the mining industry


	•	there may be changes to government regulations or policies, including tax and trade laws and policies


	•	we may be adversely affected by changes in foreign currency exchange rates, interest rates or tax rates


	•	our estimates of production, purchases, costs, decommissioning or reclamation

	•	uncertainties and costs related to determining whether mineral resources or mineral reserves exist on a property

	•	natural phenomena, including inclement weather, fire, flood and earthquakes

	•	our operations or the operations of third parties to whom we transfer properties in which we retain an interest may be disrupted due to problems with our own or our customers’ facilities, the unavailability of reagents or equipment, equipment failure, lack of tailings capacity, labour shortages, ground movements, transportation disruptions or accidents or other exploration and development risk

	•	future sales by existing shareholders could reduce the market price of our shares

	•	a substantial number of our shares are held by an exchange traded fund which is in a position to exercise influence over matters requiring shareholder approval, among other things

	•	the assumptions regarding market conditions upon which we have based our capital expenditure expectations

	•	the availability of additional capital and financing on acceptable terms, or at all

	•	our mineral reserve and resource estimates and the assumptions upon which they are based are reliable

	•	the success of our exploration plans

	•	our expectations regarding spot prices and realized prices for gold and other precious metals

	•	market developments and trends in global supply and demand for gold meeting expectations

	•	our expectations regarding tax rates and payments, foreign currency exchange rates and interest rates

	•	our reclamation expenses

	•	the geological conditions at our properties

	•	our ability to comply with current and future environmental, safety and other regulatory requirements, and to obtain and maintain required regulatory approvals without undue delay

	•	our operations or the operations of third parties who own properties in which we have an interest are not significantly disrupted as a result of natural disasters, governmental or political actions, litigation or arbitration proceedings, the unavailability of reagents, equipment, operating parts and supplies critical to our activities, equipment failure, labour shortages, ground movements, transportation disruptions or accidents or other exploration and development risks

	•	our ability to support stakeholders necessary to develop our mineral projects

	•	the accuracy of geological, mining and metallurgical estimates

	•	maintaining good relationships with the communities in which we operate

Unit	Abbreviation
centimetre(s)	cm
cubic metre(s)	m³
day	d
degree(s)	°
foot/feet (as context requires)	ft.
gram(s)	g
grams per tonne	g/t
hectare(s)	ha
kilogram(s)	kg
kilometre(s)	km
metre(s)	m
micrometre(s)	µm
million ounces	Moz.
million tonnes	Mt
ounce(s)	oz.
ounce(s) per tonne	oz./t
parts per million	ppm
square kilometre(s)	km²
square metre(s)	m²
tonne(s)	t
tonnes per cubic metre	t/m³

	•	acquire high quality mineral projects that have had multi-millions of dollars invested on exploration and development, but at a fraction of the cost;

	•	add internal, organic value by de-risking some of our assets through exploration, drilling, calculating resource estimates, conducting economic studies and other activities;

	•	utilize our management team’s expertise to identify acquisition targets and hold our assets until we are able to monetize them in the form of re-sales, joint ventures, royalty structures or a combination of such revenue-type models; and

	•	ultimately pay a dividend to our shareholders.

	•	Quality of asset – we consider factors such as economics, grade, size and exploration potential, metallurgy and mineability (eg. strip ratio) when assessing a new mineral property.

	•	Location – we are focused on assets located in politically stable and mining friendly jurisdictions.

	•	Availability of infrastructure – we consider whether the project has good access to power, water, highways, ports and a labour force.

	•	Holding costs – we take into account the holding costs (eg. assessment work requirements) and annual taxes payable on the mineral claims when deciding whether to acquire a new mineral property.

	•	Valuation – until recently, our focus has been on significantly undervalued gold assets, most of which have had an enterprise value of less than US$10 per ounce of gold.

2014

•	Prior to the Sundance Acquisition, we were a “capital pool company” (as defined in the policies of the TSX-V). Our principal business was the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. We did not commence commercial operations and had no assets other than a minimal amount of cash.

2015

March

•	We completed the Sundance Acquisition as our “Qualifying Transaction” pursuant to the policies of the TSX-V and became a Tier 2 Mining Issuer listed on the TSX-V.
May

•	We entered into a definitive arrangement agreement with Coastal Gold Corp. (“Coastal Gold”), holder of the Hope Brook property (the “Hope Brook Property”) located in southwestern Newfoundland, pursuant to which we would acquire all of Coastal Gold’s outstanding shares by way of a court-approved plan of arrangement (the “Coastal Gold Arrangement”).

July

•	We completed the acquisition of Coastal Gold pursuant to the Coastal Gold Arrangement. Under the transaction, each Coastal Gold shareholder received 0.1625 of a share of First Mining for each Coastal Gold share they held. As a result of the transaction, we acquired the Hope Brook Property.

•	Mr. Derek Iwanaka joined First Mining as Vice President, Investor Relations.

September

•	We entered into a definitive arrangement agreement with Gold Canyon Resources Inc. (“Gold Canyon”), holder of the Springpole property (the “Springpole Property”) located in the Red Lake Mining District of Ontario, pursuant to which we would acquire all of Gold

•	Canyon’s outstanding shares by way of a court-approved plan of arrangement (the “Gold Canyon Arrangement”).

	2015

	September (continued)

	•	We entered into a definitive arrangement agreement with PC Gold Inc. (“PC Gold”), holder of the Pickle Crow property (the “Pickle Crow Property”) located in Northwestern Ontario, pursuant to which we would acquire all of PC Gold’s outstanding shares by way of a court-approved plan of arrangement (the “Gold Canyon Arrangement”).

	November

	•	We completed the acquisition of Gold Canyon pursuant to the Gold Canyon Arrangement. Under the transaction, each Gold Canyon shareholder received one share of First Mining for each Gold Canyon share they held. As a result of the transaction, we acquired the Springpole Property.

	•	We completed the acquisition of PC Gold pursuant to the PC Gold Arrangement. Under the transaction, each PC Gold shareholder received 0.2571 of a share of First Mining for each PC Gold share they held. As a result of the transaction, we acquired the Pickle Crow Property.

	•	We entered into a definitive arrangement agreement with Goldrush Resources Ltd. (“Goldrush”), holder of two royalty interests on two gold projects in Burkina Faso, West Africa, pursuant to which we would acquire all of Goldrush’s outstanding shares by way of a court-approved plan of arrangement (the “Goldrush Arrangement”).

2016

January

•	We completed the acquisition of Goldrush pursuant to the Goldrush Arrangement and, as a result, we acquired their treasury of approximately $3.4 million. Under the transaction, each Goldrush shareholder received 0.0714 of a share of First Mining for each Goldrush share they held.

February

•	We entered into a definitive arrangement agreement with Clifton Star Resources Inc. (“Clifton Star”) pursuant to which we would acquire all of Clifton Star’s outstanding shares by way of a court-approved plan of arrangement (the “Clifton Star Arrangement”).

March

•	We entered into a purchase agreement with Brionor Resources Inc. (“Brionor”) pursuant to which we agreed to acquire the Pitt gold property (the “Pitt Property”).

April

•	We completed our acquisition of Clifton Star pursuant to the Clifton Star Arrangement. Under the transaction, each Clifton Star shareholder received one First Mining share for each Clifton Star share they held. As a result of the transaction, we acquired the Québec mineral properties that were held by Clifton Star, namely a 100% interest in the Duquesne gold project (the “Duquesne Project”), a 100% interest in four early-stage precious and base metals projects, and a 10% indirect interest in the Duparquet gold project (the “Duparquet Project”). In addition, we acquired Clifton Star’s treasury of approximately $11 million in cash. Following the transaction, Michel Bouchard, Clifton Star’s former President and CEO, joined our Board.

•	We completed our purchase of the Pitt Property from Brionor for $1.25 million, of which $250,000 was paid in cash and the remaining $1 million was satisfied through the issuance to Brionor of 2,535,293 First Mining shares (based on the 20-day VWAP of Brionor’s shares as of March 6, 2016).

May

•	We entered into a share purchase agreement with Chalice Gold Mines Limited (“Chalice”), pursuant to which we agreed to acquire all of the shares of Cameron Gold Operations Ltd. (“Cameron Gold”), a wholly-owned subsidiary of Chalice and owner of the Cameron gold project in Ontario (the “Cameron Project”).

•	We entered into an amalgamation agreement with Tamaka Gold Corporation (“Tamaka”), a privately held mineral exploration company that held a 100% interest in the Goldlund gold project in Ontario (the “Goldlund Project”), pursuant to which Tamaka would become a wholly-owned subsidiary of First Mining (the “Tamaka Amalgamation”).

	2016

	June

	•	We completed our acquisition of Cameron Gold. In connection with the transaction, we issued 32,260,836 First Mining shares to Chalice. Under the terms of the transaction, Chalice agreed not to sell more than 4,032,604 First Mining shares in any month after the expiry of the four month hold period on October 10, 2016, unless the sale is in a single block to a purchaser acceptable to First Mining. In addition, we issued Chalice a 1% net smelter returns (“NSR”) royalty on certain claims within the Cameron Project, and we have a right to repurchase 0.5% of the NSR royalty for $1 million.

	•	We completed the Tamaka Amalgamation, which resulted in Tamaka becoming a wholly-owned subsidiary of First Mining. Under the transaction, former Tamaka shareholders received an aggregate of approximately 92.5 million First Mining shares. In addition, under the terms of the transaction, certain Tamaka shareholders who held in the aggregate approximately 39.6% of the outstanding Tamaka shares have deposited the First Mining shares that they received under the transaction into escrow. 5,931,658 of these escrowed First Mining shares will be released from escrow on June 17, 2017, and every six months thereafter a further 5,931,658 First Mining shares will be released from escrow, until the final escrow release on June 17, 2019.

	•	Mr. Samir Patel was appointed as our new Corporate Counsel and Corporate Secretary, and Mr. Bill Tanaka joined the Company as Vice President, Technical Services.

	•	We granted 10,595,000 stock options to directors, officers, employees and consultants of First Mining, with an exercise price of $0.75 and exercisable for five years. Certain of these options are subject to vesting provisions in accordance with the rules and policies of the TSX-V.

	August

	•	We closed a non-brokered private placement (the “Private Placement”) of units (the “Units”) under which we raised gross proceeds of $27 million. We issued 33,750,000 Units with each Unit consisting of one First Mining share and one-half of a common share purchase warrant to purchase a First Mining share at $1.10 for a period of three years following the closing of the Private Placement. Certain of our directors and officers subscribed for an aggregate of 1,139,659 Units in the Private Placement.