Blueprint
As filed with the Securities and Exchange Commission on May 29,
2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
Form F-10
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________________________
FIRST MINING GOLD CORP.
(Exact name of Registrant as specified in its charter)
British Columbia, Canada
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1040
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Not Applicable
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(Province or other Jurisdiction of Incorporation or
Organization)
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(Primary Standard Industrial Classification Code
Number)
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(I.R.S. Employer Identification Number, if any)
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|
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1800 - 925 West Georgia Street
Vancouver, British Columbia V6C 3L2
Canada
(604) 688-3033
(Address and telephone number of Registrant’s principal
executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United
States)
___________________________________
Copies to:
Daniel M. Miller
Dorsey & Whitney LLP
Suite 1070 - 1095 West Pender Street
Vancouver, British Columbia V6E 2M6 Canada
(604) 630-5199
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Andrew Marshall
Chief Financial Officer
First Mining Gold Corp.
Suite 1800 - 925 West Georgia Street
Vancouver, British Columbia V6C 3L2
Canada
(604) 688-3033
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James Beeby
Bennett Jones LLP
Suite 2500 - 666 Burrard Street
Vancouver, British Columbia V6C
2X8
Canada
(604) 891-5326
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___________________________________
Approximate date of commencement of proposed sale to the
public:
From
time to time after the effective date of this registration
statement.
Province of British Columbia, Canada
(Principal jurisdiction regulating this offering)
___________________________________
It is
proposed that this filing shall become effective (check appropriate
box below):
A.
[ ] upon filing
with the Commission, pursuant to Rule 467(a) (if in connection with
an offering being made contemporaneously in the United States and
Canada).
B.
[X] at some future
date (check appropriate box below)
1.
[ ] pursuant to
Rule 467(b) on ( ) at ( ) (designate a time not sooner than seven
calendar days after filing).
2.
[ ] pursuant to
Rule 467(b) on ( ) at ( ) (designate a time seven calendar days or
sooner after filing) because the securities regulatory authority in
the review jurisdiction has issued a receipt or notification of
clearance on ( ).
3.
[ ] pursuant to
Rule 467(b) as soon as practicable after notification of the
Commission by the Registrant or the Canadian securities regulatory
authority of the review jurisdiction that a receipt or notification
of clearance has been issued with respect hereto.
4.
[X] after the
filing of the next amendment to this Form (if preliminary material
is being filed).
If
any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to the home
jurisdiction’s shelf prospectus offering procedures, check
the following box. [X]
___________________________________
CALCULATION
OF REGISTRATION FEE
Title of each class of securities to be registered
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Amount to be registered (1)
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Proposed Maximum Aggregate Offering Price (2)
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Amount of Registration Fee
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Common
Shares
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|
|
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Preferred
Shares
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|
|
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Warrants
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|
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Subscription
Receipts
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|
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Units
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|
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Total
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$74,570,000
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$74,570,000
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$9,038
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(1)
There are being
registered under this registration statement such indeterminate
number of common shares, preferred shares, warrants or subscription
receipts of the Registrant, and a combination of such securities,
separately or as units, as may be sold by the Registrant from time
to time, which collectively shall have an aggregate initial
offering price of not to exceed Cdn.$100,000,000. The securities
registered hereunder also include such indeterminate number of each
class of identified securities as may be issued upon conversion,
exercise or exchange of any other securities that provide for such
conversion into, exercise for or exchange into such securities.
Separate consideration may or may not be received for securities
that are issuable on exercise, conversion or exchange of other
securities. In addition, pursuant to Rule 416 under the Securities
Act of 1933, as amended, the common shares being registered
hereunder include such indeterminate number of common shares as may
be issuable with respect to the shares being registered hereunder
as a result of stock splits, stock dividends, or similar
transactions. The proposed maximum initial offering price
per security will be determined, from time to time, by the
Registrant in connection with the sale of the securities under this
registration statement. On May 22, 2019, the daily rate of exchange
for one Canadian dollar as expressed in United States dollars, as
reported by the Bank of Canada, was Cdn.$1.00 =
US$0.7457.
(2)
Estimated solely
for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as
amended.
___________________________________
The Registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registration statement shall become effective as provided in
Rule 467 under the Securities Act of 1933 or on such date as the
Commission, acting pursuant to Section 8(a) of the Act, may
determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR
PURCHASERS
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been
filed with the United States Securities and Exchange Commission but
is not yet effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
state.
A copy of this preliminary short form base shelf prospectus has
been filed with the securities regulatory authorities in each of
the provinces of Canada but has not yet become final for the
purpose of the sale of securities. Information contained in this
preliminary short form base shelf prospectus may not be complete
and may have to be amended. The securities may not be sold until a
receipt for the short form base shelf prospectus is obtained from
the securities regulatory authorities.
This prospectus is a preliminary short form base shelf prospectus.
This preliminary short form base shelf prospectus has been filed
under legislation in each of the provinces of Canada that permits
certain information about these securities to be determined after
this prospectus has become final and that permits the omission from
this prospectus of that information. The legislation requires the
delivery to purchasers of a prospectus supplement containing the
omitted information within a specified period of time after
agreeing to purchase any of these securities, except in cases where
an exemption from such delivery has been obtained.
No securities regulatory authority has expressed an opinion about
these securities and it is an offence to claim otherwise. This
preliminary short form base shelf prospectus constitutes a public
offering of these securities only in those jurisdictions where they
may be lawfully offered for sale therein and only by persons
permitted to sell such securities. See “Plan of
Distribution”.
Information has
been incorporated by reference in this preliminary short form base
shelf prospectus from documents filed with securities commissions
or similar authorities in Canada. Copies of the documents incorporated herein by
reference may be obtained on request without charge from the
General Counsel & Corporate Secretary of First Mining Gold
Corp. at Suite 1800 – 925 West Georgia Street, Vancouver,
British Columbia V6C 3L2, and are also available electronically
at www.sedar.com.
Subject to Completion, dated May 29, 2019.
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
FIRST MINING GOLD CORP.
$100,000,000
Common Shares
Preferred Shares
Warrants
Subscription Receipts
Units
This short form base shelf prospectus (the
“Prospectus”) relates to the offering for sale by First
Mining Gold Corp. (the “Company”) from time to time, during the 25-month
period that this Prospectus, including any amendments hereto,
remains valid, of up to $100,000,000 (or the equivalent in other
currencies based on the applicable exchange rate at the time of the
offering) in the aggregate of: (i) common shares
(“Common
Shares”) in the capital
of the Company; (ii) preferred shares (“Preferred
Shares”) in the capital
of the Company, issuable in series; (iii) warrants
(“Warrants”) to purchase other Securities (as defined
below) of the Company; (iv) subscription receipts
(“Subscription
Receipts”) convertible
into other securities of the Company; and (v) units
(“Units”) comprised of one or more of any of the
other Securities, or any combination of such Securities (the Common
Shares, Preferred Shares, Warrants, Subscription Receipts, and
Units are collectively referred to herein as the
“Securities”). The Securities may be offered in
amounts, at prices and on terms to be determined based on market
conditions at the time of sale and set forth in an accompanying
prospectus supplement (each, a “Prospectus
Supplement”). In
addition, the Securities may be offered and issued in consideration
for the acquisition of other businesses, assets or securities by
the Company or one of its subsidiaries. The consideration for any
such acquisition may consist of the Securities separately, a
combination of Securities or any combination of, among other
things, Securities, cash and assumption of
liabilities.
The Company is permitted, under a multi-jurisdictional disclosure
system adopted by the securities regulatory authorities in Canada
and the United States, to prepare this Prospectus in accordance
with the disclosure requirements of Canada. Prospective investors
in the United States should be aware that such requirements are
different from those of the United States. The financial statements
incorporated by reference herein have been prepared in accordance
with International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting
Standards Board and thus may not be comparable to financial
statements of United States companies.
The enforcement by investors of civil liabilities under the United
States federal securities laws may be affected adversely by the
fact that the Company is governed by the laws of British Columbia,
Canada, that some or all of its officers and directors are
residents of a foreign country, that some or all of the experts
named in this Prospectus are, and the underwriters, dealers or
agents named in any Prospectus Supplement may be, residents of a
foreign country, and a substantial portion of the assets of the
Company and said persons may be located outside of the United
States.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE
“SEC”) NOR ANY STATE OR CANADIAN SECURITIES COMMISSION
OR REGULATORY AUTHORITY NOR HAS THE SEC OR ANY STATE OR CANADIAN
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE.
Prospective investors should be aware
that the acquisition of the Securities may have tax consequences in
Canada and the United States. Such consequences may not be
described fully herein or in any applicable Prospectus Supplement.
Prospective investors should read the tax discussion contained in
this Prospectus under the heading “Certain Federal Income Tax
Considerations” as well
as the tax discussion, if any, contained in the applicable
Prospectus Supplement with respect to a particular offering of
Securities.
The specific terms of any Securities offered will be described in
the applicable Prospectus Supplement including, where applicable:
(i) in the case of Common Shares, the number of Common Shares
offered, the offering price, whether the Common Shares are being
offered for cash, and any other terms specific to the Common
Shares; (ii) in the case of Preferred Shares, the designation of
the particular series, the number of Preferred Shares offered, the
offering price, any voting rights, any rights to receive dividends,
any terms of redemption, any conversion or exchange rights and any
other specific terms; (iii) in the case of Warrants, the number of
Warrants being offered, the offering price, whether the Warrants
are being offered for cash, the designation, number and terms of
the other Securities purchasable upon exercise of the Warrants, and
any procedures that will result in the adjustment of those numbers,
the exercise price, the dates and periods of exercise and any other
terms specific to the Warrants being offered; (iv) in the case of
Subscription Receipts, the number of Subscription Receipts being
offered, the offering price, whether the Subscription Receipts are
being offered for cash, the terms, conditions and procedures for
the conversion of the Subscription Receipts into other Securities,
the designation, number and terms of such other Securities, and any
other terms specific to the Subscription Receipts; and (v) in the
case of Units, the number of Units being offered, the offering
price and the number and terms of the Securities comprising the
Units. A Prospectus Supplement relating to a particular offering of
Securities may include terms pertaining to the Securities being
offered thereunder that are not within the terms and parameters
described in this Prospectus. Where required by statute, regulation
or policy, and where the Securities are offered in currencies other
than Canadian dollars, appropriate disclosure of foreign exchange
rates applicable to the Securities will be included in the
Prospectus Supplement describing the Securities.
All shelf information permitted under applicable laws to be omitted
from this Prospectus will be contained in one or more Prospectus
Supplements that will be delivered to purchasers together with this
Prospectus except in cases where an exemption from such delivery
has been obtained. Each Prospectus Supplement will be incorporated
by reference into this Prospectus for the purposes of securities
legislation as of the date of the Prospectus Supplement and only
for the purposes of the distribution of the Securities to which the
Prospectus Supplement pertains. Prospective investors should read
this Prospectus and any applicable Prospectus Supplement carefully
before investing in any Securities issued pursuant to this
Prospectus.
The Company may offer and sell the Securities to or through
underwriters or dealers purchasing as principals, and may also sell
directly to one or more purchasers or through agents or pursuant to
applicable statutory exemptions. See “Plan of
Distribution”. The
Prospectus Supplement relating to a particular offering of
Securities will identify each underwriter, dealer or agent, as the
case may be, engaged by the Company in connection with the offering
and sale of the Securities, and will set forth the terms of the
offering of such Securities, including, to the extent applicable,
any fees, discounts or any other compensation payable to
underwriters, dealers or agents in connection with the offering,
the method of distribution of the Securities, the initial issue
price (in the event that the offering is a fixed price
distribution), the proceeds that the Company will or expects to
receive, and any other material terms of the plan of
distribution.
The Securities may be sold from time to time in one or more
transactions at a fixed price or prices or at non-fixed prices. If
offered on a non-fixed price basis, the Securities may be offered
at market prices prevailing at the time of sale, at prices
determined by reference to the prevailing price of a specified
Security in a specified market or at prices to be negotiated with
purchasers, in which case the compensation payable to an
underwriter, dealer or agent in connection with any such sale will
be decreased by the amount, if any, by which the aggregate price
paid for Securities by the purchasers is less than the gross
proceeds paid by the underwriter, dealer or agent to the Company.
The price at which the Securities will be offered and sold may vary
from purchaser to purchaser and during the period of
distribution.
In connection with any offering of
Securities, except as otherwise set out in a Prospectus Supplement
relating to a particular offering of Securities, the underwriters,
dealers or agents may over-allot or effect transactions which
stabilize or maintain the market price of the Securities offered at
a level above that which might otherwise prevail in the open
market. Such transactions may be commenced, interrupted or
discontinued at any time. However, no underwriter, dealer or agent
involved in an “at-the-market distribution”, as defined
in National Instrument 44-102 Shelf Distributions
(“NI 44-102”), no
affiliate of such an underwriter, dealer or agent and no person or
company acting jointly or in concert with such an underwriter,
dealer or agent will over-allot Securities in connection with such
distribution or effect any other transactions that are intended to
stabilize or maintain the market price of the Securities. A
purchaser who acquires Securities forming part of the
underwriters’, dealers’ or agents’ over-allotment
position acquires those Securities under this Prospectus and the
Prospectus Supplement relating to the particular offering of
Securities, regardless of whether the over-allotment position is
ultimately filled through the exercise of the over-allotment option
or secondary market purchases. See “Plan of
Distribution”.
The issued and outstanding Common Shares of the Company trade on
the Toronto Stock Exchange (the “Exchange”) under the symbol “FF”, on the
OTC-QX under the symbol “FFMGF” and on the Frankfurt
Stock Exchange under the symbol “FMG”. On May 28, 2019,
the last trading day prior to the date of this Prospectus, the
closing price of the Common Shares on the Exchange was
$0.255.
Unless otherwise specified in the
applicable Prospectus Supplement, each series or issue of
Securities (other than Common Shares) will not be listed on any
securities exchange. Accordingly, there is currently no market
through which the Securities (other than Common Shares) may be sold
and purchasers may not be able to resell such Securities purchased
under this Prospectus. This may affect the pricing of such
Securities in the secondary market, the transparency and
availability of trading prices, the liquidity of such Securities
and the extent of issuer regulation. See “Risk
Factors”.
Prospective investors should be aware that the purchase of
Securities may have tax consequences that may not be fully
described in this Prospectus or in any Prospectus Supplement, and
should carefully review the tax discussion, if any, in the
applicable Prospectus Supplement and in any event consult with a
tax adviser.
An investment in the Securities is
subject to a number of risks. See “Risk
Factors” for a more
complete discussion of these risks.
No underwriter has been involved in the preparation of this
Prospectus or performed any review of the contents
hereof.
The Company is not making an offer of the Securities in any
jurisdiction where such offer is not permitted.
All dollar amounts in this Prospectus
are in Canadian dollars, unless otherwise indicated. See
“Currency Presentation and
Exchange Rate Information”.
The Company’s head office address is Suite 1800 – 925
West Georgia Street, Vancouver, British Columbia V6C 3L2, and its
registered office is located at Suite 2500 – 666 Burrard
Street, Vancouver, British Columbia V6C 2X8.
Dr. Christopher Osterman is a director of the Company who resides
outside of Canada, and has appointed Bennett Jones LLP at Suite
2500 – 666 Burrard Street, Vancouver, British Columbia V6C
2X8, as his agent for service of process in Canada. Prospective
investors are advised that it may not be possible for investors to
enforce judgements obtained in Canada against any person or company
that is incorporated, continued or otherwise organized under the
laws of a foreign jurisdiction or resides outside of Canada, even
if the party has appointed an agent for service of
process.
Mr. Keith Neumeyer is a director and the Chairman of the Board of
Directors of the Company who resides outside of Canada and has
appointed Bennett Jones LLP at Suite 2500 – 666 Burrard
Street, Vancouver, British Columbia V6C 2X8, as his agent for
service of process in Canada. Prospective investors are advised
that it may not be possible for investors to enforce judgements
obtained in Canada against any person or company that is
incorporated, continued or otherwise organized under the laws of a
foreign jurisdiction or resides outside of Canada, even if the
party has appointed an agent for service of process.
No person is authorized by the Company to provide any information
or to make any representation other than as contained in this
Prospectus in connection with the issue and sale of the Securities
offered hereunder. Prospective
investors should rely only on the information contained or
incorporated by reference in this Prospectus and any applicable
Prospectus Supplement in connection with an investment in
Securities. Prospective investors should assume that the
information appearing in this Prospectus or any Prospectus
Supplement is accurate only as of the date on the front of those
documents and that information contained in any document
incorporated by reference is accurate only as of the date of that
document unless specified otherwise. The Company’s business,
financial condition, results of operations and prospects may have
changed since those dates.
Market data and certain industry forecasts used in this Prospectus
or any applicable Prospectus Supplement and the documents
incorporated by reference herein or therein were obtained from
market research, publicly available information and industry
publications. The Company believes that these sources are generally
reliable, but the accuracy and completeness of the information is
not guaranteed. The Company has not independently verified this
information and does not make any representation as to the accuracy
of this information.
References to “the Company”, “we” or
“us” include direct and indirect subsidiaries of the
Company, where applicable.
TABLE OF CONTENTS
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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
INFORMATION
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9
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CAUTIONARY NOTE TO US INVESTORS
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10
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FINANCIAL INFORMATION
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10
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CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
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11
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DOCUMENTS INCORPORATED BY REFERENCE
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11
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DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
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13
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AVAILABLE INFORMATION
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14
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SUMMARY OF THE BUSINESS
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14
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USE OF PROCEEDS
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15
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CONSOLIDATED CAPITALIZATION OF THE COMPANY
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15
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PLAN OF DISTRIBUTION
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16
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DESCRIPTION OF SECURITIES
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17
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PRIOR SALES
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21
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TRADING PRICE AND VOLUME
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22
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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
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22
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RISK FACTORS
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23
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EXEMPTION FROM NATIONAL INSTRUMENT 44-102
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24
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LEGAL MATTERS
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24
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INTERESTS OF EXPERTS
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25
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AUDITOR, TRANSFER AGENT AND REGISTRAR
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26
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ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
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26
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CONTRACTUAL RIGHTS OF RESCISSION
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26
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GLOSSARY OF MINING TERMS
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27
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CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain statements contained in this Prospectus and the documents
incorporated by reference herein constitute forward-looking
information or forward-looking statements under applicable
securities laws (collectively, “forward-looking
statements”). These
statements relate to future events or future performance, business
prospects or opportunities of the Company. All statements other
than statements of historical fact may be forward-looking
statements. Any statements that express or involve discussions with
respect to predictions, expectations, beliefs, plans, projections,
objectives, assumptions or future events or performance (often, but
not always, using words or phrases such as “seek”,
“anticipate”, “plan”,
“continue”, “estimate”,
“expect”, “may”, “will”,
“project”, “predict”,
“forecast”, “potential”,
“targeting”, “intend”, “could”,
“might”, “should”, “believe”
and similar expressions) are not statements of historical fact and
may be “forward-looking
statements”.
Examples of forward-looking statements in the Prospectus and the
documents incorporated by reference herein include, but are not
limited to: statements regarding future acquisitions of mineral
properties; statements relating to the Company’s belief that
the jurisdictions in eastern Canada in which the Company holds
mineral properties are mining friendly; the Company’s
objective of becoming a mid-tier gold producer; the Company’s
strategy of de-risking material assets through exploration,
drilling, calculating resource estimates, conducting economic
studies and other activities; the Company’s plan to retain a
residual interest in projects in the form of royalties, metal
streams, minority interests or equity positions; statements
relating to the Company’s vision and strategy; the
Company’s intention to eventually pay a dividend to its
shareholders; the Company's intention to utilize its management
team's expertise to successfully permit and construct producing
mines at its material assets; statements relating to the criteria
the Company will use when assessing potential acquisitions; the
Company’s belief that they will continue to be able to locate
and retain professionals with the necessary specialized skills and
knowledge; statements regarding the Company's intention and ability
to select, acquire and bring to production suitable properties or
prospects for mineral exploration and production; the
Company’s ability to raise the capital necessary to fund its
operations and the potential development of its properties; the
Company's ability to obtain the resources to conduct exploration
and development activities on its properties; the Company’s
belief that the policies and procedures implemented by the
executive management team of the Company provide a safe working
environment for all of its employees, consultants, contractors and
stakeholders; statements regarding shifts in gold demand; the
Company’s intention to continue to make expenditures to
ensure compliance with applicable laws and regulations; the
Company’s ability to work with the various Indigenous
communities in relation to the development of the Company’s
projects; the Company’s intention to construct a low-profile,
resource access road to connect the Hope Brook Project to the
Burgeo Highway or Highway 480; the Company’s intentions and
expectations regarding exploration at any of its mineral
properties; forecasts relating to mining, development and other
activities at the Company’s operations; statements regarding
potential increases in the ultimate recovery of gold and silver
from its properties, including the Springpole Project; forecasts
relating to market developments and trends in global supply and
demand for gold; future royalty and tax payments and rates; future
work on the Company’s non-material properties; and the
Company’s mineral reserve and mineral resource
estimates.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such
forward-looking statements. Prospective investors are cautioned
that any such statements are not guarantees of future performance
and those actual results or developments may differ materially from
those projected in the forward-looking statements. These
forward-looking statements involve risks and uncertainties relating
to, among others: exploration, development and production risks;
operational hazards; global financial conditions; commodity price
fluctuations; availability of capital and financing on acceptable
terms; the Company’s lack of history of commercially
producing metals from mineral exploration properties; the
Company’s mineral reserve and resource estimates may not be
reliable, or the Company may encounter unexpected or challenging
geological, hydrological or mining conditions; the Company’s
exploration plans may be delayed or may not succeed; the Company
may not be able to obtain or maintain necessary permits or
approvals from government authorities; the Company may be affected
by environmental, safety and regulatory risks, including increased
regulatory burdens or delays; there may be defects in, or
challenges to, title to the Company’s properties; the Company
may lose its interest in certain projects if it fails to make
certain required payments or minimum expenditures; the Company may
be unable to enforce their legal rights under their 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; the Company may be adversely affected
by changes in foreign currency exchange rates, interest rates or
tax rates; the Company’s estimates of production, purchases,
costs, decommissioning or reclamation expenses, or their tax
expense estimates, may prove to be inaccurate; natural phenomena,
including inclement weather, fire, flood and earthquakes; the
Company’s operations may be disrupted due to problems with
its own or customer 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 the
Common Shares; the Company may be adversely affected by currency
fluctuations, volatility in securities markets and volatility in
mineral prices; the Company’s broad discretion relating to
the use of proceeds raised hereunder; the absence of a market
through which the Securities, other than the Common Shares, may be
sold, and additional factors described under the heading
“Risk
Factors” in this
Prospectus, under the heading “Risks That Can Affect Our
Business” in the
Company’s annual information form for the year ended December
31, 2018 and under the section “Risks and
Uncertainties” in the
Company’s management discussion and analysis for the year
ended December 31, 2018.
The Company believes that the expectations reflected in any
forward-looking statements are reasonable, but no assurance can be
given that these expectations will prove to be correct and such
forward-looking statements included in, or incorporated by
reference into, this Prospectus should not be unduly relied upon.
These statements speak only as of the date of this Prospectus. The
Company does not intend, and does not assume any obligation, to
update these forward-looking statements, except as required by
applicable laws. Actual results may differ materially from those
expressed or implied by such forward-looking
statements.
CAUTIONARY
NOTE TO US INVESTORS
This Prospectus, including the documents incorporated by reference
herein, has been prepared in accordance with the requirements of
the securities laws in effect in Canada which differ from the
requirements of United States securities laws. All mining terms
used herein but not otherwise defined have the meanings set forth
in National Instrument 43-101 Standards of Disclosure for
Mineral Projects (“NI 43-101”). The definitions of Proven and Probable
Reserves (“Mineral Reserves” or “Reserves”)
used in NI 43-101 differ from the definitions in the SEC Industry
Guide 7. Under SEC Industry Guide 7 standards, a
“final” or “bankable” feasibility study is
required to report reserves, the three year historical average
price is used in any reserve or cash flow analysis to designate
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 SEC Industry Guide 7 and
normally are not permitted to be used in reports and registration
statements filed with the SEC. Investors are cautioned not to
assume that any part or all of the mineral deposits in these
categories will ever be converted into 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 securities laws, estimates of Inferred
Mineral Resources may not form the basis of feasibility or
prefeasibility studies, except in certain specific cases.
Additionally, disclosure of “contained ounces” in a
resource is permitted disclosure under Canadian securities laws,
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 measurements.
Accordingly, information contained in this Prospectus and the
documents incorporated by reference herein containing descriptions
of the Company’s mineral deposits may not be comparable to
similar information made public by U.S. companies subject to the
reporting and disclosure requirements of United States federal
securities laws and the rules and regulations
thereunder.
See “Glossary of Mining
Terms” in this Prospectus
for a description of certain of the mining terms used in this
Prospectus, in any Prospectus Supplement and in the documents
incorporated by reference.
Unless otherwise indicated, all financial information included and
incorporated by reference in this Prospectus is determined using
IFRS, which differs from United States generally accepted
accounting principles.
CURRENCY
PRESENTATION AND EXCHANGE RATE INFORMATION
The financial statements of the Company incorporated by reference
in this Prospectus are reported in Canadian dollars. In this
Prospectus, all dollar amounts referenced, unless otherwise
indicated, are expressed in Canadian dollars and are referred to as
“$” or “C$”. United States dollars are
referred to as “US$”. The high, low and closing
exchange rates for United States dollars in terms of the Canadian
dollar for each of the indicated periods, as quoted by the Bank of
Canada, were as follows:
|
|
Year ended December 31 (US$)
|
|
April 30, 2019
|
2018
|
2017
|
2016
|
High
|
0.7637
|
0.8138
|
0.8245
|
0.7972
|
Low
|
0.7353
|
0.7330
|
0.7276
|
0.6854
|
Closing
|
0.7450
|
0.7330
|
0.7971
|
0.7448
|
On May 28, 2019, the exchange rate for United States dollars in
terms of the Canadian dollar, as quoted by the Bank of Canada, was
C$1.00 = US$0.7420.
DOCUMENTS
INCORPORATED BY REFERENCE
Information has been incorporated by reference in this Prospectus
from documents filed with securities commissions or similar
authorities in each of the provinces of Canada (the
“Qualifying
Provinces”). Copies of
the documents incorporated herein by reference or a copy of the
Company’s permanent information record may be obtained on
request without charge from the Company’s General Counsel
& Corporate Secretary at Suite 1800 – 925 West Georgia
Street, Vancouver, British Columbia V6C 3L2, or by accessing the
disclosure documents available electronically in Canada on
the System
for Electronic Document Analysis and Retrieval (SEDAR), which can be accessed at
www.sedar.com
or in the United States through EDGAR
at the website of the SEC at www.sec.gov.
The filings of the Company through SEDAR and EDGAR are not
incorporated by reference in this Prospectus except as specifically
set out herein.
As at the date hereof, the following documents of the Company,
filed with the securities commissions or similar authorities in
each of the Qualifying Provinces, are specifically incorporated by
reference into and form an integral part of this Prospectus,
provided that such documents are not incorporated by reference to
the extent that their contents are modified or superseded by a
statement contained in this Prospectus or in any other subsequently
filed document that is also incorporated by reference in the
Prospectus, as further described below:
(a)
the annual
information form of the Company dated March 29, 2019 for the year
ended December 31, 2018, filed on SEDAR on April 1,
2019;
(b)
the audited
consolidated financial statements of the Company as at and for the
years ended December 31, 2018 and December 31, 2017, together with
the notes thereto and the independent auditor’s report
thereon, filed on SEDAR on April 1, 2019;
(c)
the
management’s discussion and analysis of the Company for the
year ended December 31, 2018, filed on SEDAR on April 1,
2019;
(d)
the unaudited
condensed interim consolidated financial statements of the Company
as at and for the period ended March 31, 2019 and March 31, 2018,
together with the notes thereto, filed on SEDAR on May 15,
2019;
(e)
the
management’s discussion and analysis of the Company for the
period ended March 31, 2019, filed on SEDAR on May 15,
2019;
(f)
the management
information circular of the Company dated May 15, 2019 distributed
in connection with the Company’s annual general meeting of
shareholders to be held on June 25, 2019, filed on SEDAR on May 17,
2019; and
(g)
the material change
report of the Company dated May 24, 2019 in connection with the
closing of a non-brokered private placement offering by the Company
(the “Private
Placement”), filed on SEDAR on May 24,
2019.
Any document of the type referred to
in the preceding paragraph (excluding confidential material change
reports), and all other documents of the type required to be
incorporated by reference in a short form prospectus by National
Instrument 44-101 Short Form Prospectus
Distributions of the Canadian
Securities Administrators, filed by the Company with a securities
commission or similar regulatory authority in Canada after the date
of this Prospectus and prior to the termination of any offering of
Securities hereunder shall be deemed to be incorporated by
reference into this Prospectus. In addition, to the extent that any
document or information incorporated by reference into this
Prospectus is included in any report on Form 6-K, Form 40-F, Form
20-F, Form 10-K, Form 10-Q or Form 8-K (or any respective successor
form) that is filed with or furnished by the Company to the SEC
after the date of this Prospectus, that document or information
shall be deemed to be incorporated by reference as an exhibit to
the Registration Statement (as defined below) of which this
Prospectus forms a part (in the case of Form 6-K and Form 8-K, if
and to the extent set forth therein). The Company may also
incorporate other information filed with or furnished to the SEC
under the United States Securities Exchange Act of 1934, as amended
(the “Exchange Act”), provided that information
included in any report on Form 6-K or Form 8-K shall be so deemed
to be incorporated by reference only if and to the extent expressly
provided in such Form 6-K or Form 8-K.
Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference in this
Prospectus shall be deemed to be modified or superseded, for
purposes of this Prospectus, to the extent that a statement
contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference in this
Prospectus modifies or supersedes that statement. Any such
modifying or superseding statement need not state that it has
modified or superseded a prior statement or include any other
information set forth in the document that it modifies or
supersedes. The making of a modifying or superseding statement
shall not be deemed an admission for any purposes that the modified
or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an
omission to state a material fact that is required to be stated or
that is necessary to make a statement not misleading in light of
the circumstances in which it was made. Any statement so modified
or superseded shall not be considered in its unmodified or
superseded form to constitute part of this Prospectus; rather only
such statement as so modified or superseded shall be considered to
constitute part of this Prospectus.
Upon a new annual information form and related annual audited
consolidated financial statements and management’s discussion
and analysis being filed by the Company with, and where required,
accepted by, the applicable securities regulatory authorities
during the term of this Prospectus: (i) the previous annual
information form, the previous annual audited consolidated
financial statements and related management’s discussion and
analysis; (ii) all interim consolidated financial statements and
related management’s discussion and analysis, all material
change reports and all business acquisition reports filed by the
Company prior to the commencement of the Company’s financial
year in respect of which the new annual information form is filed;
and (iii) any business acquisition report for acquisitions
completed since the beginning of the financial year in respect of
which the new annual information form is filed (unless such report
is incorporated by reference into the current annual information
form or less than nine months of the acquired business or related
businesses operations are incorporated into the Company’s
current annual audited consolidated financial statements) shall be
deemed no longer to be incorporated by reference into this
Prospectus for purposes of future offers and sales of Securities
hereunder.
Upon new interim consolidated financial statements and related
management’s discussion and analysis being filed by the
Company with the applicable securities regulatory authorities in
Canada during the term of this Prospectus, all interim consolidated
financial statements and related management’s discussion and
analysis filed prior to the new interim consolidated financial
statements shall be deemed no longer to be incorporated by
reference into this Prospectus for purposes of future offers and
sales of Securities hereunder.
Upon a new information circular relating to an annual meeting of
shareholders being filed by the Company with applicable securities
regulatory authorities in Canada subsequent to the date of this
Prospectus and prior to the date on which this Prospectus ceases to
be effective, the information circular for the preceding annual
meeting of shareholders and any other information circular filed by
the Company prior to the commencement of the Company’s
financial year in respect of which the new annual information form
is filed shall be deemed no longer to be incorporated by reference
into this Prospectus for purposes of offers and sales of Securities
under this Prospectus.
A Prospectus Supplement containing the specific terms of any
Securities offered thereunder will be delivered to purchasers of
such Securities together with this Prospectus to the extent
required under applicable securities laws except in cases where an
exemption from such delivery has been obtained and will be deemed
to be incorporated by reference into this Prospectus as of the date
of such Prospectus Supplement solely for the purposes of the
Securities offered thereunder.
In addition, certain marketing materials (as that term is defined
in applicable Canadian securities legislation) may be used in
connection with a distribution of Securities under this Prospectus
and the applicable Prospectus Supplement(s). Any “template
version” of “marketing materials” (as those terms
are defined in applicable Canadian securities legislation)
pertaining to a distribution of Securities, and filed by the
Company after the date of the Prospectus Supplement for the
distribution and before termination of the distribution of such
Securities, will be deemed to be incorporated by reference in that
Prospectus Supplement for the purposes of the distribution of
Securities to which the Prospectus Supplement
pertains.
The Company has not provided or otherwise authorized any other
person to provide investors with information other than as
contained or incorporated by reference in this Prospectus or any
Prospectus Supplement. If an investor is provided with
different or inconsistent information,
he or she should not rely on it.
DOCUMENTS
FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been, or will be, filed with the SEC
as part of the Registration Statement (as defined below) of which
this Prospectus forms a part: (1) the documents listed under
“Documents Incorporated by
Reference”; (2) the
consent of PricewaterhouseCoopers LLP; (3) powers of attorney from
certain of the Company’s directors and officers; and (4) the
consents of the “qualified persons” referred to in this
Prospectus under “Interests of
Experts”. A copy of the
form of any applicable warrant agreement or subscription receipt
agreement will be filed by post-effective amendment or by
incorporation by reference to documents filed or furnished with the
SEC under the Exchange Act.
The Company is subject to the information reporting requirements of
the Exchange Act and applicable Canadian requirements and, in
accordance therewith, files reports and other information with the
SEC and with securities regulatory authorities in Canada. Under the
multi-jurisdictional disclosure system adopted by the United States
and Canada, such reports and other information may generally be
prepared in accordance with the disclosure requirements of Canada,
which requirements are different from those of the United States.
As a foreign private issuer, the Company is exempt from the rules
under the Exchange Act prescribing the furnishing and content of
proxy statements, and the Company’s officers, directors and
principal shareholders are exempt from the reporting and
short-swing profit recovery provisions contained in Section 16 of
the Exchange Act. Prospective investors may read and download any
public document that the Company has filed with the securities
commission or similar regulatory authority in each of the provinces
of Canada on SEDAR at www.sedar.com. The reports and other
information filed and furnished by the Company with the SEC can be
inspected on the SEC’s website at www.sec.gov. Reports and
other information filed by the Company with, or furnished to, the
SEC may also be inspected and copied for a fee at the public
reference facilities maintained by the SEC at 100 F Street, N.E.,
Washington, D.C., 20549.
The Company has filed with the SEC a registration statement on Form
F-10 (the “Registration
Statement”) under the
United States Securities Act of 1933, as amended (the
“U.S.
Securities Act”), with
respect to the Securities. This Prospectus, which forms part of the
Registration Statement, does not contain all of the information set
forth in the Registration Statement, certain parts of which are
contained in the exhibits to the Registration Statement as
permitted by the rules and regulations of the SEC. See
“Documents Filed as Part of the
Registration Statement”.
For further information with respect to the Company and the
Securities, reference is made to the Registration Statement and the
exhibits thereto. Statements contained in or incorporated by
reference into this Prospectus about the contents of any contract,
agreement or other document are not necessarily complete and, in
each instance, reference is made to the copy of the document filed
as an exhibit to the Registration Statement for a complete
description of the matter involved. Each such statement is
qualified in its entirety by such reference. Each time the Company
sells Securities under the Registration Statement, it will provide
a Prospectus Supplement that will contain specific information
about the terms of that offering. The Prospectus Supplement may
also add, update or change information contained in this
Prospectus.
First
Mining is an emerging mineral development company with a
diversified portfolio of gold projects in North America. The
Company’s vision is to advance its material assets towards a
construction decision and, ultimately, to production, while
continuing to assess mineral asset acquisition targets on an
ongoing basis.
Since initially listing on the TSX Venture Exchange in April 2015,
and on the Exchange in June 2017, the Company has completed eight
acquisitions and, as a result, has accumulated approximately 7.3
million ounces of gold Measured and Indicated Resources and
approximately 3.6 million ounces of gold Inferred Resources in
mining friendly jurisdictions in eastern Canada. The following
table highlights the Company’s material
projects:
Date Acquired
|
|
Project
|
|
Location
|
|
|
|
|
|
June
16, 2016
|
|
Goldlund
Gold Project
|
|
Northern
Ontario, Canada
|
June 9,
2016
|
|
Cameron
Gold Project
|
|
Northern
Ontario, Canada
|
November
16, 2015
|
|
Pickle
Crow Gold Project
|
|
Northern
Ontario, Canada
|
November
13, 2015
|
|
Springpole
Gold Project
|
|
Northern
Ontario, Canada
|
July 7,
2015
|
|
Hope
Brook Gold Project
|
|
Newfoundland,
Canada
|
Recent Developments
On April 2, 2019, the Company announced the appointment of Mal
Karwowska as the Company’s Vice President, Corporate
Development and Investor Relations, effective April 1,
2019.
On April 24, 2019, the Company announced the appointment of Ken
Engquist as the Company’s Chief Operating Officer, effective
April 29, 2019.
On May 16, 2019, the Company announced the closing of the Private
Placement, pursuant to which the Company issued 20,412,995 units
(“Units”) at a price of $0.27 per Unit, and
5,277,777 flow-through units (“FT Units”) at a price of $0.36 per FT Unit, for
aggregate gross proceeds of $7,411,508. Each Unit consisted of one
Common Share and one-half of one Common Share purchase warrant
(each whole Common Share purchase warrant, a
“Warrant”), with each such Warrant exercisable to
acquire one Common Share at a price of $0.40 per Common Share for a
period of three years following the closing date of the Private
Placement. Each FT Unit consisted of one Common Share that
qualifies as a “flow-through share” for the purposes of
the Income
Tax Act (Canada) and one-half
of one Warrant, with each whole Warrant exercisable by the holder
on the same terms as those Warrants issued as part of the
Units.
More detailed information regarding the business of the Company,
its operations and its assets can be found in the Company’s
annual information form and other documents which are incorporated
in this Prospectus by reference. See “Documents Incorporated by
Reference”.
The use of proceeds from the sale of Securities will be described
in the applicable Prospectus Supplement relating to a specific
offering and sale of Securities. Among other potential uses, the
Company may use the net proceeds from the sale of Securities for
general corporate purposes, including funding ongoing operations
and/or working capital requirements, to repay indebtedness
outstanding from time to time, capital projects and potential
future acquisitions.
Management of the Company will retain broad discretion in
allocating the net proceeds of any offering of Securities under
this Prospectus and the Company’s actual use of the net
proceeds will vary depending on the availability and suitability of
investment opportunities and its operating and capital needs from
time to time. All expenses relating to an offering of Securities
and any compensation paid to underwriting dealers or agents as the
case may be, will be paid out of the proceeds from the sale of
Securities, unless otherwise stated in the applicable Prospectus
Supplement.
The Company may, from time to time, issue securities (including
Securities) other than pursuant to this Prospectus.
CONSOLIDATED CAPITALIZATION OF THE
COMPANY
The following table summarizes changes in the consolidated
capitalization of the Company since the date of the Company’s
audited consolidated financial statements as at and for the year
ended December 31, 2018:
Description
|
Authorized
|
Outstanding as at December 31, 2018
|
Outstanding as at the date of the Prospectus
|
Common Shares
|
Unlimited
|
558,316,916
|
584,221,888 (1)
|
Warrants
|
N/A
|
20,116,855
|
32,747,998 (1)
|
Note:
(1) See “Prior
Sales”.
PLAN OF DISTRIBUTION
The Company may from time to time during the 25-month period that
this Prospectus, including any amendments hereto, remains valid,
offer for sale and issue up to an aggregate of $100,000,000 in
Securities hereunder.
The Company may offer and sell the Securities to or through
underwriters or dealers purchasing as principals, and may also sell
directly to one or more purchasers or through agents or pursuant to
applicable statutory exemptions. The Prospectus Supplement relating
to a particular offering of Securities will identify each
underwriter, dealer or agent, as the case may be, engaged by the
Company in connection with the offering and sale of the Securities,
and will set forth the terms of the offering of such Securities,
including, to the extent applicable, any fees, discounts or any
other compensation payable to underwriters, dealers or agents in
connection with the offering, the method of distribution of the
Securities, the initial issue price, the proceeds that the Company
will receive and any other material terms of the plan of
distribution. Any initial offering price and discounts, concessions
or commissions allowed or reallowed or paid to dealers may be
changed from time to time.
In addition, the Securities may be offered and issued in
consideration for the acquisition of other businesses, assets or
securities by the Company or one of its subsidiaries. The
consideration for any such acquisition may consist of the
Securities separately, a combination of Securities or any
combination of, among other things, Securities, cash and assumption
of liabilities.
The Securities may be sold, from time to time in one or more
transactions at a fixed price or prices or at prices which may be
changed or at market prices prevailing at the time of sale, at
prices related to such prevailing prices or at negotiated prices,
including sales in transactions that are deemed to be
“at-the-market distributions” as defined in NI 44-102,
including sales made directly on the Exchange or other existing
trading markets for the Common Shares. The price at which the
Securities will be offered and sold may vary as between purchasers
and during the period of distribution of the applicable Securities.
If, in connection with the offering of Securities at a fixed price
or prices, the underwriters, dealers or agents have made a bona
fide effort to sell all of the Securities at the initial offering
price fixed in the applicable Prospectus Supplement, the public
offering price may be decreased and thereafter further changed,
from time to time, to an amount not greater than the initial
offering price fixed in such Prospectus Supplement, in which case
the compensation realized by the underwriters, dealers or agents
will be decreased by the amount that the aggregate price paid by
purchasers for the Securities is less than the gross proceeds paid
by the underwriters, dealers or agents to the Company.
In connection with the sale of the Securities, underwriters,
dealers or agents may receive compensation from the Company or from
other parties, including in the form of underwriters’,
dealers’ or agents’ fees, commissions or concessions.
Underwriters, dealers and agents that participate in the
distribution of the Securities may be deemed to be underwriters for
the purposes of applicable Canadian securities legislation and any
such compensation received by them from the Company and any profit
on the resale of the Securities by them may be deemed to be
underwriting commissions.
In connection with any offering of Securities, except as otherwise
set out in a Prospectus Supplement relating to a particular
offering of Securities and other than in relation to an
“at-the-market” distribution, the underwriters, dealers
or agents, as the case may be, may over-allot or effect
transactions intended to fix, stabilize, maintain or otherwise
affect the market price of the Securities at a level other than
those which otherwise might prevail on the open market. Such
transactions may be commenced, interrupted or discontinued at any
time.
Underwriters, dealers or agents who participate in the distribution
of the Securities may be entitled, under agreements to be entered
into with the Company, to indemnification by the Company against
certain liabilities, including liabilities under the U.S.
Securities Act and Canadian securities legislation, or to
contribution with respect to payments which such underwriters,
dealers or agents may be required to make in respect thereof. Such
underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for, the Company in the
ordinary course of business.
Unless otherwise specified in the applicable Prospectus Supplement,
each series or issue of Securities (other than Common Shares) will
be a new issue of Securities with no established trading market.
Accordingly, there is currently no market through which the
Securities (other than Common Shares) may be sold and purchasers
may not be able to resell such Securities purchased under this
Prospectus. This may affect the pricing of such Securities in the
secondary market, the transparency and availability of trading
prices, the liquidity of such Securities and the extent of issuer
regulation. No assurances can be given that a market for trading in
Securities (other than Common Shares) of any series or issue will
develop or as to the liquidity of any such market, whether or not
the Securities are listed on a securities exchange. See
“Risk
Factors”.
DESCRIPTION
OF SECURITIES
The following is a brief summary of certain general terms and
provisions of the Securities as at the date of this Prospectus. The
summary does not purport to be complete and is indicative only. The
specific terms of any Securities to be offered under this
Prospectus, and the extent to which the general terms described in
this Prospectus apply to such Securities, will be set forth in the
applicable Prospectus Supplement. Moreover, a Prospectus Supplement
relating to a particular offering of Securities may include terms
pertaining to the Securities being offered thereunder that are not
within the terms and parameters described in this
Prospectus.
Description of Common Shares
The following is a brief summary of the material attributes of the
Common Shares. This summary does not purport to be
complete.
The holders of Common Shares are entitled to one vote per share at
all meetings of shareholders of the Company except separate
meetings of the holders of another class or series of shares of the
Company. Subject to the preferences accorded to holders of any
class of shares of the Company ranking senior to or equal with the
Common Shares, the Common Shares are entitled to dividends, if and
when declared by the Company’s Board of Directors, and to the
distribution of the residual assets of the Company in the event of
the liquidation, dissolution or winding-up of the
Company.
Holders of our Common Shares have no pre-emptive, redemption,
purchase or conversion rights attaching to their shares, and the
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 the Common Shares. There are no
provisions discriminating against any existing or prospective
holder of the Common Shares as a result of such shareholder owning
a substantial number of Common Shares. In addition, non-residents
of Canada who hold Common Shares have the same rights as
shareholders who are residents of Canada.
Common Shares offered hereunder may be “flow-through
shares” within the meaning of the Income Tax Act
(Canada). The particular terms and
provisions of any such offerings by any Prospectus Supplement will
be described in such Prospectus Supplement. Common Shares may be
offered separately or together with other
Securities.
Description of Preferred Shares
The following is a brief summary of certain general terms and
provisions of the Preferred Shares that may be offered pursuant to
this Prospectus. This summary does not purport to be complete. The
particular terms and provisions of the Preferred Shares as may be
offered pursuant to this Prospectus will be set forth in the
applicable Prospectus Supplement pertaining to such offering of
Preferred Shares, and the extent to which the general terms and
provisions described below may apply to such Preferred Shares will
be described in the applicable Prospectus Supplement.
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 the
Company.
The Company’s Board of Directors is empowered to fix the
number of Preferred 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 the
Company’s Articles and 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.
Description of Warrants
The following is a brief summary of certain general terms and
provisions of the Warrants that may be offered pursuant to this
Prospectus. This summary does not purport to be complete. The
particular terms and provisions of the Warrants as may be offered
pursuant to this Prospectus will be set forth in the applicable
Prospectus Supplement pertaining to such offering of Warrants, and
the extent to which the general terms and provisions described
below may apply to such Warrants will be described in the
applicable Prospectus Supplement.
Warrants may be offered separately or together with other
Securities, as the case may be. Each series of Warrants may be
issued under a separate warrant indenture or warrant agency
agreement to be entered into between the Company and one or more
banks or trust companies acting as Warrant agent or may be issued
as stand-alone contracts. The applicable Prospectus Supplement will
include details of the Warrant agreements, if any, governing the
Warrants being offered. The Warrant agent, if any, will be expected
to act solely as the agent of the Company and will not assume a
relationship of agency with any holders of Warrant certificates or
beneficial owners of Warrants. A copy of any warrant indenture or
any warrant agency agreement relating to an offering of Warrants
will be filed by the Company with the relevant securities
regulatory authorities in Canada after it has been entered into by
the Company.
Each applicable Prospectus Supplement will set forth the terms and
other information with respect to the Warrants being offered
thereby, which may include, without limitation, the following
(where applicable):
●
the
designation of the Warrants;
●
the
aggregate number of Warrants offered and the offering
price;
●
the
designation, number and terms of the other Securities purchasable
upon exercise of the Warrants, and procedures that will result in
the adjustment of those numbers;
●
the
exercise price of the Warrants;
●
the
dates or periods during which the Warrants are exercisable
including any “early termination”
provisions;
●
the
designation, number and terms of any Securities with which the
Warrants are issued;
●
if
the Warrants are issued as a unit with another Security, the date
on and after which the Warrants and the other Security will be
separately transferable;
●
whether
such Warrants are to be issued in registered form,
“book-entry only” form, bearer form or in the form of
temporary or permanent global securities and the basis of exchange,
transfer and ownership thereof;
●
any
minimum or maximum amount of Warrants that may be exercised at any
one time;
●
whether
such Warrants will be listed on any securities
exchange;
●
any
terms, procedures and limitations relating to the transferability,
exchange or exercise of the Warrants;
●
certain
material Canadian tax consequences of owning the Warrants;
and
●
any
other material terms and conditions of the Warrants.
Description of Subscription Receipts
The following is a brief summary of certain general terms and
provisions of the Subscription Receipts that may be offered
pursuant to this Prospectus. This summary does not purport to be
complete. The particular terms and provisions of the Subscription
Receipts as may be offered pursuant to this Prospectus will be set
forth in the applicable Prospectus Supplement pertaining to such
offering of Subscription Receipts, and the extent to which the
general terms and provisions described below may apply to such
Subscription Receipts will be described in the applicable
Prospectus Supplement.
Subscription Receipts may be offered separately or together with
other Securities, as the case may be. The Subscription Receipts may
be issued under a subscription receipt agreement. The applicable
Prospectus Supplement will include details of the subscription
receipt agreement, if any, governing the Subscription Receipts
being offered. The Company will file a copy of any subscription
receipt agreement relating to an offering of Subscription Receipts
with the relevant securities regulatory authorities in Canada after
it has been entered into by the Company.
Each applicable Prospectus Supplement will set forth the terms and
other information with respect to the Subscription Receipts being
offered thereby, which may include, without limitation, the
following (where applicable):
●
the
number of Subscription Receipts;
●
the
price at which the Subscription Receipts will be
offered;
●
the
terms, conditions and procedures for the conversion of the
Subscription Receipts into other Securities;
●
the
dates or periods during which the Subscription Receipts are
convertible into other Securities;
●
the
designation, number and terms of the other Securities that may be
exchanged upon conversion of each Subscription
Receipt;
●
the
designation, number and terms of any other Securities with which
the Subscription Receipts will be offered, if any, and the number
of Subscription Receipts that will be offered with each
Security;
●
whether
such Subscription Receipts are to be issued in registered form,
“book-entry only” form, bearer form or in the form of
temporary or permanent global securities and the basis of exchange,
transfer and ownership thereof;
●
terms
applicable to the gross or net proceeds from the sale of the
Subscription Receipts plus any interest earned
thereon;
●
certain
material Canadian tax consequences of owning the Subscription
Receipts; and
●
any
other material terms and conditions of the Subscription
Receipts.
Description of Units
The following is a brief summary of certain general terms and
provisions of the Units that may be offered pursuant to this
Prospectus. This summary does not purport to be complete. The
particular terms and provisions of the Units as may be offered
pursuant to this Prospectus will be set forth in the applicable
Prospectus Supplement pertaining to such offering of Units, and the
extent to which the general terms and provisions described below
may apply to such Units will be described in the applicable
Prospectus Supplement.
Units may be offered separately or together with other Securities,
as the case may be.
Each applicable Prospectus Supplement will set forth the terms and
other information with respect to the Units being offered thereby,
which may include, without limitation, the following (where
applicable):
●
the
price at which the Units will be offered;
●
the
designation, number and terms of the Securities comprising the
Units; whether the Units will be issued with any other Securities
and, if so, the amount and terms of these Securities;
●
terms
applicable to the gross or net proceeds from the sale of the Units
plus any interest earned thereon;
●
the
date on and after which the Securities comprising the Units will be
separately transferable;
●
whether
the Securities comprising the Units will be listed on any
securities exchange;
●
whether
such Units or the Securities comprising the Units are to be issued
in registered form, “book-entry only” form, bearer form
or in the form of temporary or permanent global securities and the
basis of exchange, transfer and ownership thereof;
●
any
terms, procedures and limitations relating to the transferability,
exchange or exercise of the Units;
●
certain
material Canadian tax consequences of owning the Units;
and
●
any
other material terms and conditions of the Units.
Common Shares
The following table summarizes details of the Common Shares issued
by the Company during the 12-month period prior to the date of this
Prospectus:
Date of Issuance
|
Weighted Average Price Per Common Share($)
|
Aggregate Number of
Common Shares
|
|
|
|
November 13, 2018
(1)
|
$0.20
|
100,000
|
November 27, 2018
(1)
|
$0.18
|
274,000
|
April 2, 2019 (2)
|
$0.20
|
214,200
|
May 16, 2019 (3)
|
$0.27
|
20,412,995
|
May 16, 2019 (3)
|
$0.36
|
5,277,777
|
|
26,750,272
|
Notes:
(1) Issued pursuant to the exercise of Options.
(2) Issued pursuant to the exercise of Warrants.
(3) Issued pursuant to the Private Placement.
Options
The following table summarizes details of the stock options issued
by the Company during the 12-month period prior to the date of this
Prospectus:
Date of Grant
|
Number of Options Granted
|
|
Expiry Date
|
July 20,
2018
|
50,000
|
$0.425
|
July 20,
2023
|
October 16,
2018
|
1,400,000
|
$0.400
|
October 16,
2023
|
December 10,
2018
|
12,075,000
|
$0.400
|
December 10,
2023
|
January 7,
2019
|
5,000,000
|
$0.400
|
January 7,
2024
|
April 1,
2019
|
750,000
|
$0.400
|
April 1,
2024
|
April 29,
2019
|
2,000,000
|
$0.400
|
April 29,
2024
|
TRADING PRICE AND VOLUME
The Common Shares trade on the Exchange under the symbol
“FF”. On May 28, 2019, being the last trading day prior
to the date of this Prospectus, the closing price of the Common
Shares on the Exchange was $0.255. The price range and trading
volume of the Common Shares for each month from May 2018 to May
2019, as reported by the Exchange, are set out below:
Month
|
|
|
|
May
1 – 28, 2019
|
$0.320
|
$0.250
|
7,584,793
|
April
2019
|
$0.360
|
$0.270
|
5,908,800
|
March
2019
|
$0.410
|
$0.310
|
9,068,200
|
February
2019
|
$0.390
|
$0.325
|
5,622,000
|
January
2019
|
$0.395
|
$0.310
|
19,972,000
|
December
2018
|
$0.265
|
$0.210
|
16,631,200
|
November
2018
|
$0.300
|
$0.255
|
8,843,500
|
October
2018
|
$0.385
|
$0.285
|
10,143,800
|
September
2018
|
$0.370
|
$0.330
|
12,576,200
|
August
2018
|
$0.435
|
$0.345
|
11,097,300
|
July
2018
|
$0.450
|
$0.410
|
11,417,100
|
June
2018
|
$0.495
|
$0.435
|
13,693,300
|
May
2018
|
$0.550
|
$0.500
|
7,179,400
|
CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS
The applicable Prospectus Supplement may describe certain Canadian
federal income tax consequences to an investor who is a
non-resident of Canada or to an investor who is a resident of
Canada of acquiring, owning and disposing of any of the Securities
offered thereunder. The applicable Prospectus Supplement may also
describe certain U.S. federal income tax consequences of the
acquisition, ownership and disposition of any of the Securities
offered thereunder by an initial investor who is subject to United
States federal taxation. Investors should read the tax discussion
in any Prospectus Supplement with respect to a particular offering
and consult their own tax advisors with respect to their own
particular circumstances.
RISK FACTORS
Before deciding to invest in any Securities, prospective purchasers
of the Securities should consider carefully the risk factors and
the other information contained and incorporated by reference in
this Prospectus and the applicable Prospectus Supplement relating
to a specific offering of Securities before purchasing the
Securities. An investment in the Securities offered hereunder is
speculative and involves a high degree of risk. Information
regarding the risks affecting the Company and its business is
provided in the documents incorporated by reference in this
Prospectus, including in the Company’s most recent annual
information form under the heading “Risks That Can Affect Our
Business”. Additional
risks and uncertainties not known to the Company or that management
currently deems immaterial may also impair the Company’s
business, financial condition, results of operations or prospects.
See “Documents Incorporated by
Reference”.
Negative Cash Flow from Operating Activities
The Company has not yet achieved positive operating cash flow, and
the Company will continue to experience negative cash flow from
operations in the foreseeable future. The Company has incurred net
losses in the past and may incur losses in the future unless it can
derive sufficient revenues from its business. Such future losses
could have an adverse effect on the market price of the
Company’s securities, which could cause investors to lose
part or all of their investment.
No Assurance of Active or Liquid Market
No assurance can be given that an active or liquid trading market
for the Common Shares will be sustained. If an active or liquid
market for the Common Shares fails to be sustained, the prices at
which such shares trade may be adversely affected. Whether or not
the Common Shares will trade at lower prices depends on many
factors, including the liquidity of the Common Shares, prevailing
interest rates and the markets for similar securities, general
economic conditions and the Company’s financial condition,
historic financial performance and future prospects.
There is no public market for the Preferred Shares, Warrants,
Subscription Receipts, or Units and, unless otherwise specified in
the applicable Prospectus Supplement, the Company does not intend
to apply for listing of such Securities on any securities
exchanges. If the Preferred Shares, Warrants, Subscription
Receipts, or Units are traded after their initial issue, they may
trade at a discount from their initial offering prices depending on
prevailing interest rates (as applicable), the market for similar
securities and other factors including general economic conditions
and the Company’s financial condition. There can be no
assurance as to the liquidity of the trading market for the
Preferred Shares, Warrants, Subscription Receipts, or Units or that
a trading market for these securities will develop.
Public Markets and Share Prices
The market price of the Common Shares and any other Securities
offered hereunder that become listed and posted for trading on the
Exchange or any other stock exchange could be subject to
significant fluctuations in response to variations in the
Company’s financial results or other factors. In addition,
fluctuations in the stock market may adversely affect the market
price of the Common Shares and any other Securities offered
hereunder that become listed and posted for trading on the Exchange
or any other stock exchange regardless of the financial performance
of the Company. Securities markets have also experienced
significant price and volume fluctuations from time to time. In
some instances, these fluctuations have been unrelated or
disproportionate to the financial performance of issuers. Market
fluctuations may adversely impact the market price of the Common
Shares and any other Securities offered hereunder that become
listed and posted for trading on the Exchange or any other stock
exchange. There can be no assurance of the price at which the
Common Shares or any other Securities offered hereunder that become
listed and posted for trading on the Exchange or any other stock
exchange will trade.
Additional Issuances and Dilution
The Company may issue and sell additional securities of the Company
to finance its operations or future acquisitions. The Company
cannot predict the size of future issuances of securities of the
Company or the effect, if any, that future issuances and sales of
securities will have on the market price of any Securities of the
Company issued and outstanding from time to time. Sales or
issuances of substantial amounts of securities of the Company, or
the perception that such sales could occur, may adversely affect
prevailing market prices for securities of the Company issued and
outstanding from time to time. With any additional sale or issuance
of securities of the Company, holders will suffer dilution with
respect to voting power and may experience dilution in the
Company’s earnings per share. Moreover, this Prospectus may
create a perceived risk of dilution resulting in downward pressure
on the price of the Company’s issued and outstanding Common
Shares, which could contribute to progressive declines in the
prices of such securities.
The Company has Broad Discretion in the Use of the Net Proceeds
from this Offering
Management of the Company will have broad discretion with respect
to the application of net proceeds received by the Company from the
sale of Securities under this Prospectus or a future Prospectus
Supplement and may spend such proceeds in ways that do not improve
the Company’s results of operations or enhance the value of
the Common Shares or its other securities issued and outstanding
from time to time. Any failure by management to apply these funds
effectively could result in financial losses that could have a
material adverse effect on the Company’s business or cause
the price of the securities of the Company issued and outstanding
from time to time to decline.
EXEMPTION
FROM NATIONAL INSTRUMENT 44-102
Pursuant to a decision of the Autorité des marchés
financiers dated May 27, 2019, the Company was granted a permanent
exemption from the requirement to translate into French this
Prospectus as well as the documents incorporated by reference
therein and any Prospectus Supplement to be filed in relation to an
“at-the-market” distribution. This exemption is granted
on the condition that this Prospectus and any Prospectus Supplement
(other than in relation to an “at-the-market”
distribution) be translated into French if the Company offers
Securities to Québec purchasers in connection with an offering
other than in relation to an “at-the-market”
distribution.
Unless otherwise specified in a Prospectus Supplement relating to
any Securities offered, certain legal matters in connection with
the offering of Securities will be passed upon on behalf of the
Company by its external legal counsel, Bennett Jones LLP as to
Canadian legal matters and Dorsey & Whitney LLP, as to United
States legal matters. In addition, certain legal matters in
connection with any offering of Securities will be passed upon for
any underwriters, dealers or agents by counsel to be designated at
the time of the offering by such underwriters, dealers or agents,
as the case may be.
Mr. Keith Neumeyer and Dr. Christopher Osterman, each a director of
the Company, reside outside of Canada. Mr. Neumeyer and Dr.
Osterman have appointed the following agent for service of process
in Canada:
Name of Person
|
Name and Address of Agent
|
Keith Neumeyer
|
Bennett
Jones LLP
2500 Park Place
666 Burrard Street
Vancouver, British Columbia V6C 2X8
|
Christopher Osterman
|
Bennett Jones LLP
2500 Park Place
666 Burrard Street
Vancouver, British Columbia V6C 2X8
|
Purchasers are advised that it may not be possible for investors to
enforce judgments obtained in Canada against any person that
resides outside of Canada, even if the person has appointed an
agent for service of process
All
technical and scientific information discussed in this Prospectus,
any Prospectus Supplement or any documents incorporated by
reference herein, including mineral resource estimates for the
Company’s material properties, and all technical and
scientific information for the Company’s other non-material
projects, has been reviewed and approved by Dr. Christopher
Osterman, P.Geo., a director of the Company who is a qualified
person for the purposes of NI 43-101.
The following individuals prepared the NI 43-101 technical report
entitled “Preliminary Economic Assessment Update for the
Springpole Gold Project, Ontario, Canada” dated October 16,
2017 with an effective date of June 6, 2017:
●
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.;
●
Victor
Munoz, P.Eng., M.Eng., Senior Consultant (Water Resources
Engineering), of SRK Consulting (Canada) Inc.;
●
Grant
Carlson, P.Eng, Senior Consultant (Mining), of SRK Consulting
(Canada) Inc.;
●
Neil
Winkelmann, FAusIMM, Principal Consultant (Mining), of SRK
Consulting (Canada) Inc.;
●
Bruce
Andrew Murphy, P.Eng, Principal Consultant (Geotechnical), of SRK
Consulting (Canada) Inc.;
●
Michael
Royle, M.App.Sci., P.Geo., Principal Consultant (Hydrogeology), of
SRK Consulting (Canada) Inc.;
●
Dr.
Ewoud Maritz Rykaart, Ph.D., P.Eng., Principal Consultant
(Geotechnical Engineering), of SRK Consulting (Canada) Inc.;
and
●
Mark
Liskowich, P.Geo., Principal Consultant (Environmental), of SRK
Consulting (Canada) Inc.
Todd McCracken, P.Geo., Manager – Mining of WSP Canada Inc.,
prepared the NI 43-101 technical report entitled “Technical
Report and Resource Estimation Update, Goldlund Gold Project, Sioux
Lookout, Ontario” dated April 1, 2019 with an effective date
of March 15, 2019.
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 NI 43-101 technical report entitled
“Technical Report on the Cameron Gold Deposit, Ontario,
Canada” with an effective date of January 17,
2017.
B. Terrence Hennessey, P.Geo., of Micon International Limited,
prepared the NI 43-101 technical report entitled “An Updated
Mineral Resource Estimate for the Pickle Crow Property, Patricia
Mining Division, Northwestern Ontario, Canada” dated June 15,
2018 with an effective date of August 31, 2016.
Michael P. Cullen, M.Sc., P.Geo., of Mercator Geological Services
Limited, prepared the NI 43-101 technical report entitled
“2015 Mineral Resource Estimate Technical Report for the Hope
Brook Gold Project, Newfoundland and Labrador, Canada” dated
November 20, 2015 with an effective date of January 12,
2015.
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. 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 Dr. Christopher Osterman, a director of the
Company.
The
partners and associates of Bennett Jones LLP, as a group, hold
beneficially, directly or indirectly, less than 1% of any class of
the Corporation’s securities.
AUDITOR,
TRANSFER AGENT AND REGISTRAR
The auditor of the Company is PricewaterhouseCoopers LLP, chartered
professional accountants, who have audited the Company’s 2018
annual consolidated financial statements. PricewaterhouseCoopers
LLP have confirmed they are independent within the meaning of the
Chartered Professional Accountants of British Columbia Code of
Professional Conduct and the rules of the Public Company Accounting
Oversight Board (U.S.). They are located at Suite 1400 – 250
Howe Street, Vancouver, British Columbia V6C 3S7.
The transfer agent and registrar for the Common Shares is
Computershare Trust Company of Canada at its principal transfer
office in Vancouver, British Columbia.
ENFORCEABILITY OF CERTAIN CIVIL
LIABILITIES
The Company is governed by the laws of British Columbia and its
principal place of business is outside the United States. The
majority of the directors and officers of the Company and the
experts named under “Interests of Experts” herein are
resident outside of the United States and a substantial portion of
the Company’s assets and the assets of such persons are
located outside of the United States. Consequently, it may be
difficult for United States investors to effect service of process
within the United States on the Company, its directors or officers
or such experts, or to realize in the United States on judgments of
courts of the United States predicated on civil liabilities under
the U.S. Securities Act. Investors should not assume that Canadian
courts would enforce judgments of United States courts obtained in
actions against the Company or such persons predicated on the civil
liability provisions of the United States federal securities laws
or the securities or “blue sky” laws of any state
within the United States or would enforce, in original actions,
liabilities against the Company or such persons predicated on the
United States federal securities or any such state securities or
“blue sky” laws. A final judgment for a
liquidated sum in favour of a private litigant granted by a United
States court and predicated solely upon civil liability under
United States federal securities laws would, subject to certain
exceptions identified in the law of individual provinces of Canada,
likely be enforceable in Canada if the United States court in which
the judgment was obtained had a basis for jurisdiction in the
matter that would be recognized by the domestic Canadian court for
the same purposes. There is a significant risk that a given
Canadian court may not have jurisdiction or may decline
jurisdiction over a claim based solely upon United States federal
securities law on application of the conflict of laws principles of
the province in Canada in which the claim is
brought.
The Company filed with the SEC, concurrently with the Registration
Statement, an appointment of agent for service of process on Form
F-X. Under the Form F-X, the Company appointed Puglisi &
Associates, with an address at 850 Library Avenue, Suite 204,
Newark, Delaware 19711, as its agent for service of process in the
United States in connection with any investigation or
administrative proceeding conducted by the SEC, and any civil suit
or action brought against or involving the Company in a United
States court arising out of or related to or concerning the
offering of Securities under the Registration
Statement.
CONTRACTUAL
RIGHTS OF RESCISSION
Original purchasers of Securities which are convertible,
exchangeable or exercisable for other securities of the Company,
including Subscription Receipts and Warrants if offered separately
without any other Securities, will have a contractual right of
rescission against the Company in respect of the conversion,
exchange or exercise of such Securities. The contractual right of
rescission will entitle such original purchasers to receive, in
addition to the amount paid on original purchase of the
Subscription Receipt or Warrant, as the case may be, the amount
paid upon conversion, exchange or exercise, upon surrender of the
underlying securities gained thereby, in the event that this
Prospectus, the relevant Prospectus Supplement or an amendment
thereto contains a misrepresentation, provided that: (i) the
conversion, exchange or exercise takes place within 180 days of the
date of the purchase of such Securities under this Prospectus and
the applicable Prospectus Supplement; and (ii) the right of
rescission is exercised within 180 days of the date of the purchase
of such Securities under this Prospectus and the applicable
Prospectus Supplement. This contractual right of rescission will be
consistent with the statutory right of rescission described under
section 131 of the Securities Act
(British Columbia), and is in addition
to any other right or remedy available to original purchasers under
section 131 of the Securities Act
(British Columbia) or otherwise at
law.
Canadian
reporting requirements for disclosure of mineral properties are
governed by NI 43-101. The definitions in NI 43-101 are adopted
from those given by the Canadian
Institute of Mining Metallurgy and Petroleum
(“CIM”).
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.
|
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
Indemnification of Directors and Officers.
First
Mining Gold Corp. (“we”, “us” or “our
company”) is subject to the provisions of Part 5, Division 5
of the Business Corporations
Act (British Columbia) (the “Act”).
Under
Section 160 of the Act, we may, subject to Section 163 of
the Act:
(1)
indemnify an
individual who:
●
is or was a
director or officer of our company;
●
is or was a
director or officer of another corporation (i) at a time when
such corporation is or was an affiliate of our company; or
(ii) at our request, or
●
at our request, is
or was, or holds or held a position equivalent to that of, a
director or officer of a partnership, trust, joint venture or other
unincorporated entity,
and
including, subject to certain limited exceptions, the heirs and
personal or other legal representatives of that individual
(collectively, an “eligible party”), against all
eligible penalties to which the eligible party is or may be liable;
and
(2)
after final
disposition of an eligible proceeding, pay the expenses actually
and reasonably incurred by an eligible party in respect of that
proceeding, where:
“eligible
penalty” means a judgment, penalty or fine awarded or imposed
in, or an amount paid in settlement of, and eligible
proceeding.
“eligible
proceeding” means a proceeding in which an eligible party or
any of the heirs and personal or other legal representatives of the
eligible party, by reason of the eligible party being or having
been a director or officer of, or holding or having held a position
equivalent to that of a director or officer of, our company or an
associated corporation (a) is or may be joined as a party, or (b)
is or may be liable for or in respect of a judgment, penalty or
fine in, or expenses related to, the proceeding.
“proceeding”
includes any legal proceeding or investigative action, whether
current, threatened , pending or completed.
Under
Section 161 of the Act, and subject to Section 163 of the
Act, we must, after the final disposition of an eligible
proceeding, pay the expenses actually and reasonably incurred by an
eligible party in respect of that proceeding if the eligible party
(a) has not been reimbursed for those expenses, and
(b) is wholly successful, on the merits or otherwise, in the
outcome of the proceeding or is substantially successful on the
merits in the outcome of the proceeding.
Under
Section 162 of the Act, and subject to Section 163 of the
Act, we may pay, as they are incurred in advance of the final
disposition of an eligible proceeding, the expenses actually and
reasonably incurred by an eligible party in respect of the
proceeding, provided that we must not make such payments unless we
first receive from the eligible party a written undertaking that,
if it is ultimately determined that the payment of expenses is
prohibited under Section 163 of the Act, the eligible party
will repay the amounts advanced.
Under
Section 163 of the Act, we must not indemnify an eligible
party against eligible penalties to which the eligible party is or
may be liable or pay the expenses of an eligible party in respect
of that proceeding under Sections 160, 161 or 162 of the
Act, as the case may be, if any of the following circumstances
apply:
● if
the indemnity or payment is made under an earlier agreement to
indemnify or pay expenses and, at the time that the agreement to
indemnify or pay expenses was made, we were prohibited from giving
the indemnity or paying the expenses by our memorandum
or articles;
● if
the indemnity or payment is made otherwise than under an earlier
agreement to indemnify or pay expenses and, at the time that the
indemnity or payment is made, we are prohibited from giving the
indemnity or paying the expenses by our memorandum or
articles;
● if,
in relation to the subject matter of the eligible proceeding, the
eligible party did not act honestly and in good faith with a view
to the best interests of our company or the associated corporation,
as the case may be; or
● in
the case of an eligible proceeding other than a civil proceeding,
if the eligible party did not have reasonable grounds for believing
that the eligible party’s conduct in respect of which the
proceeding was brought was lawful.
If an
eligible proceeding is brought against an eligible party by or on
behalf of our company or by or on behalf of an associated
corporation, we must not either indemnify the eligible party
against eligible penalties to which the eligible party is or may be
liable, or pay the expenses of the eligible party under
Sections 160, 161 or 162 of the Act, as the case may be,
in respect of the proceeding.
Under
Section 164 of the Act, and despite any other provision of
Part 5, Division 5 of the Act and whether or not payment of
expenses or indemnification has been sought, authorized or declined
under Part 5, Division 5 of the Act, on application of our company
or an eligible party, the Supreme Court of British Columbia may do
one or more of the following:
● order
us to indemnify an eligible party against any liability incurred by
the eligible party in respect of an eligible
proceeding;
● order
us to pay some or all of the expenses incurred by an eligible party
in respect of an eligible proceeding;
● order
the enforcement of, or payment under, an agreement of
indemnification entered into by us;
● order
us to pay some or all of the expenses actually and reasonably
incurred by any person in obtaining an order under Section 164
of the Act; or
● make
any other order the court considers appropriate.
Section 165 of
the Act provides that we may purchase and maintain insurance for
the benefit of an eligible party or the heirs and personal or other
legal representatives of the eligible party against any liability
that may be incurred by reason of the eligible party being or
having been a director or officer of, or holding or having held a
position equivalent to that of a director or officer of, our
company or an associated corporation.
Under
our articles, and subject to the Act, we must indemnify a director,
former director or alternate director and his or her heirs and
legal personal representatives against all eligible penalties to
which such person is or may be liable, and we must, after the final
disposition of an eligible proceeding, pay the expenses actually
and reasonably incurred by such person in respect of that
proceeding. Each director and alternate director is deemed to have
contracted with our company on the terms of the indemnity contained
in our articles.
Under
our articles, and subject to the Act, we may agree to indemnify and
may indemnify any person (including an eligible party). We have
entered into indemnity agreements with certain of our directors and
officers.
Pursuant to our
articles, the failure of an eligible party to comply with the Act
or our articles does not, of itself, invalidate any indemnity to
which he or she is entitled under our articles.
Under
our articles, we may purchase and maintain insurance for the
benefit of a person (or his or her heirs or legal personal
representatives) who:
●
is or was a
director, alternate director, officer, employee or agent of our
company;
●
is or was a
director, alternate director, officer, employee or agent of another
corporation (i) at a time when such corporation is or was an
affiliate of our company; or (ii) at our
request, or
●
at our request, is
or was, or holds or held a position equivalent to that of, a
director, alternate director or officer of a partnership, trust,
joint venture or other unincorporated entity,
against
any liability incurred by him or her as a director, alternate
director, officer, employee or agent or person who holds or held
such equivalent position.
Insofar
as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or
persons controlling our company pursuant to the foregoing
provisions, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is therefore
unenforceable.
EXHIBITS
Exhibit
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Description
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Annual
information form of the Registrant for the year ended December 31,
2018 (incorporated by reference to Exhibit 99.1 to the
Registrant’s Annual Report on Form 40-F, filed with the
Commission on April 1, 2019) (File No. 000-55607).
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Audited
consolidated financial statements of the Registrant as at and for
the years ended December 31, 2018 and December 31, 2017, together
with the notes thereto and the independent auditor’s report
thereon (incorporated by reference to Exhibit 99.2 to the
Registrant’s Annual Report on Form 40-F, filed with the
Commission on April 1, 2019) (File No. 000-55607).
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Management’s
discussion and analysis of the Registrant for the year ended
December 31, 2018 (incorporated by reference to Exhibit 99.3 to the
Registrant’s Annual Report on Form 40-F, filed with the
Commission on April 1, 2019) (File No. 000-55607).
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Unaudited
condensed interim consolidated financial statements of the
Registrant as at and for the period ended March 31, 2019 and March
31, 2018, together with the notes thereto (incorporated by
reference to Exhibit 99.1 to the Registrant’s Report on Form
6-K, filed with the Commission on May 15, 2019) (File No.
000-55607).
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Management’s
discussion and analysis of the Registrant for the three months
ended March 31, 2019 (incorporated by reference to Exhibit 99.2 to
the Registrant’s Report on Form 6-K, filed with the
Commission on May 15, 2019) (File No. 000-55607).
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Management
information circular dated May 15, 2019 regarding the
Registrant’s annual general meeting of shareholders to be
held on June 25, 2019 (incorporated by reference to Exhibit 99.3 to
the Registrant’s Report on Form 6-K, filed with the
Commission on May 17, 2019) (File No. 000-55607)
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Material
change report dated May 24, 2019 in connection with the closing of
a non-brokered private placement offering by the Registrant
(incorporated by reference to Exhibit 99.1 to the
Registrant’s Report on Form 6-K, filed with the Commission on
May 24, 2019) (File No. 000-55607).
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Consent
of PricewaterhouseCoopers LLP
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5.2*
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Consent
of Dr. Christopher Osterman, P.Geo.
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5.3*
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Consent
of Gilles Arseneau, Ph.D., P.Geo.
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5.4*
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Consent
of Adrian Dance, Ph.D., P.Eng.
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5.5*
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Consent
of Victor Munoz, P.Eng., M.Eng.
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5.6*
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Consent
of Grant Carlson, P.Eng.
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5.7*
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Consent
of Neil Winkelmann, FAusIMM
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5.8*
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Consent
of Bruce Andrew Murphy, P.Eng.
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5.9*
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Consent
of Michael Royle, M.App.Sci., P.Geo.
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5.10*
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Consent
of Ewoud Maritz Rykaart, Ph.D., P.Eng.
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5.11*
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Consent
of Mark Liskowich, P.Geo.
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5.12*
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Consent
of Todd McCracken, P.Geo.
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5.13*
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Consent
of Mark Drabble, B.App.Sci.
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5.14*
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Consent
of Kahan Cervoj, B.App.Sci.
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5.15*
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Consent
of B. Terrence Hennessey, P.Geo.
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5.16*
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Consent
of Michael P. Cullen, P.Geo.
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Powers
of Attorney (included on the signature page of this Registration
Statement).
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___________________
*To be
filed by amendment.
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertaking.
First
Mining Gold Corp. undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the
Securities and Exchange Commission (the “Commission”) staff, and to furnish
promptly, when requested to do so by the Commission staff,
information relating to the securities registered pursuant to Form
F-10 or to transactions in said securities.
Item 2. Consent to Service of Process.
Concurrently with
the filing of this Registration Statement, First Mining Gold Corp.
has filed with the Commission a written Appointment of Agent for
Service of Process and Undertaking on Form F-X.
Any
change to the name or address of the agent for service of First
Mining Gold Corp. shall be communicated promptly to the Commission
by an amendment to Form F-X referencing the file number of this
Registration Statement.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, First Mining Gold Corp.
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-10 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Vancouver, British
Columbia, Canada, on May 29, 2019.
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By:
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/s/
Daniel
W. Wilton
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Daniel W.
Wilton
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Chief Executive
Officer
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Each
person whose signature appears below constitutes and appoints
Daniel W. Wilton and Andrew
Marshall, and each of them, either of whom may act without
the joinder of the other, as his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities indicated and on May 29, 2019.
Signature
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Title
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/s/
Daniel W. Wilton
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Chief
Executive Officer and Director
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Daniel
W. Wilton
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(Principal
Executive Officer)
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/s/
Andrew Marshall
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Chief
Financial Officer
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Andrew
Marshall
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(Principal
Financial Officer and Principal Accounting Officer)
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/s/
Keith Neumeyer
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Director
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Keith
Neumeyer
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(Chairman
of the Board of Directors)
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/s/
Raymond Polman
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Director
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Raymond
Polman
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/s/
David A. Shaw
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Director
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David
A. Shaw
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/s/
Michel Bouchard
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Director
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Michel
Bouchard
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/s/ Dr.
Christopher Osterman
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Director
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Dr.
Christopher Osterman
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AUTHORIZED REPRESENTATIVE
Pursuant to the
requirements of Section 6(a) of the Securities Act of 1933, the
undersigned has signed this Registration Statement, solely in its
capacity as the duly authorized representative of First Mining Gold
Corp. in the United States, on May 29, 2019.
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PUGLISI
& ASSOCIATES
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By:
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/s/
Donald
J. Puglisi
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Donald J.
Puglisi
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Managing
Director
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