Blueprint
Exhibit
99.1
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TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
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NEWS RELEASE
First Mining Signs Option Agreement for its Turquoise Canyon
Property
August 21, 2019 – Vancouver, BC – First Mining Gold
Corp. (“First Mining” or the
“Company”) (TSX: FF) (OTCQX: FFMGF) (FRANKFURT:
FMG) is pleased to announce the signing of a four-year option
agreement (the “Option Agreement”) with Momentum
Minerals Ltd. (“Momentum”), a private company, granting
Momentum the right to earn a 100% interest in First Mining’s
Turquoise Canyon property (“Turquoise Canyon” or the
“Property”) located in Nevada, U.S.
Dan
Wilton, CEO of First Mining stated, “Optioning this non-core
property allows First Mining to continue to focus its core business
on its Canadian assets, while eliminating our holding costs
relating to this property, realizing value and retaining exposure
to this prospective Nevada gold asset.”
Turquoise
Canyon consists of 188 unpatented claims totaling 1,562 hectares
located along the Battle Mountain-Eureka Trend in Nevada, U.S. The
Property is located 16 kilometres south of Barrick Gold Corp.'s
Cortez Mine Complex, 9 kilometres west of its Gold Rush deposit and
1.5 kilometres east of the Toiyabe Mine, a Carlin-type gold deposit
that was a past producer of gold in the 1990s.
A map
showing the Property location can be viewed at the following
link:
https://www.firstmininggold.com/_resources/maps/Turquoise-Canyon-Location-Map.pdf.
Under
the terms of the Option Agreement, First Mining will receive up to
$500,000 in aggregate proceeds from Momentum as
follows:
●
10% of the current
outstanding common shares of Momentum (value to be determined at
the time of issuance);
●
$25,000 cash within
30 days of signing the agreement;
●
First anniversary:
$50,000 in cash or Momentum common shares;
●
Second anniversary:
$150,000 in cash or Momentum common shares;
●
Third anniversary:
Half of the remaining amount owing in cash or Momentum common
shares; and
●
Fourth anniversary:
Remaining amount owing in cash or Momentum common
shares.
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TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
|
The
annual consideration payments of cash or Momentum common shares
will be at Momentum’s election. Beginning in 2020, Momentum
will also be responsible for paying all annual concession tax
payments with respect to the Property to the Nevada State land
management authorities.
In
addition to the payment terms outlined above, Momentum will be
required to incur exploration expenditures on the Property totaling
$750,000 over the four-year option period, incurring at least
$50,000 in year one and $100,000 in year two. Upon completion of
all payment and expenditure obligations, Momentum will obtain 100%
ownership of Turquoise Canyon and First Mining will retain a 2% net
smelter returns (“NSR”) royalty. Momentum will have the
right to buy back 1% of the NSR royalty for $1,000,000 up until the
first anniversary of the commencement of commercial production at
the Property.
About First Mining Gold Corp.
First
Mining Gold Corp. is an emerging development company with a
diversified portfolio of gold projects in North America. Having
assembled a large resource base of 7.4 million ounces of gold in the
Measured and Indicated
categories and 3.8 million
ounces of gold in the Inferred category in mining friendly
jurisdictions of eastern Canada, First Mining is now focused on
advancing its material assets towards a construction decision and,
ultimately, to production. The Company currently holds a portfolio
of 24 mineral assets in Canada, Mexico and the United States, and
may acquire additional mineral assets in the future.
ON BEHALF OF FIRST MINING GOLD CORP.
Daniel
W. Wilton
Chief Executive Officer and Director
For further information, please contact:
Mal
Karwowska |
Vice President, Corporate Development & Investor
Relations
Direct:
604.639.8824 | Toll Free:
1.844.306.8827 | Email:
info@firstmininggold.com
www.firstmininggold.com
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward-looking
information” and "forward-looking statements”
(collectively "forward-looking statements”) within the
meaning of applicable Canadian and United States securities
legislation including the United States Private Securities
Litigation Reform Act of 1995. These forward-looking statements are
made as of the date of this news release. Forward-looking
statements are frequently, but not always, identified by words such
as "expects”, "anticipates”, "believes”,
“plans”, “projects”, "intends”,
"estimates”, “envisages”, "potential”,
"possible”, “strategy”, “goals”,
“objectives”, or variations thereof or stating that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved, or the negative of any of
these terms and similar expressions.
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TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
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Forward-looking statements in this news release relate to future
events or future performance and reflect current estimates,
predictions, expectations or beliefs regarding future events and
include, but are not limited to, statements with respect to: (i)
the $500,000 in aggregate proceeds that the Company expects to
receive from Momentum during the course of the four-year option
period; (ii) the various payment anniversary dates in the Option
Agreement; (iii) the various dates set out in the Option Agreement
by which Momentum is expected to incur exploration expenditures on
the Property, and the quantum of such expenditures; (iv) Momentum
fulfilling all of its obligations under the Option Agreement and
obtaining 100% ownership of the Property; and (v) the Company
retaining a 2% NSR in the Property. All forward-looking statements
are based on First Mining's or its consultants' current beliefs as
well as various assumptions made by them and information currently
available to them. There can be no assurance that such statements
will prove to be accurate, and actual results and future events
could differ materially from those anticipated in such statements.
Forward-looking statements reflect the beliefs, opinions and
projections on the date the statements are made and are based upon
a number of assumptions and estimates that, while considered
reasonable by the respective parties, are inherently subject to
significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors, both known and
unknown, could cause actual results, performance or achievements to
be materially different from the results, performance or
achievements that are or may be expressed or implied by such
forward-looking statements and the parties have made assumptions
and estimates based on or related to many of these factors. Such
factors include, without limitation: fluctuations in the spot and
forward price of gold, silver, base metals or certain other
commodities; fluctuations in the currency markets (such as the
Canadian dollar versus the U.S. dollar); market price and volume of
trading in the Company’s shares; changes in national and
local government, legislation, taxation, controls, regulations and
political or economic developments; risks and hazards associated
with the business of mineral exploration and exploration drilling
programs, development and mining (including environmental hazards,
industrial accidents, unusual or unexpected formations, pressures,
cave-ins and flooding); the presence of laws and regulations that
may impose restrictions on mining; employee relations;
relationships with and claims by local communities, indigenous
populations and other stakeholders; availability and increasing
costs associated with mining inputs and labour; the speculative
nature of mineral exploration and development; title to
properties.; and the additional risks described in the
Company’s Annual Information Form for the year ended December
31, 2018 filed with the Canadian securities regulatory authorities
under the Company’s SEDAR profile at www.sedar.com, and in
the Company’s Annual Report on Form 40-F filed with the SEC
on EDGAR.
First Mining cautions that the foregoing list of factors that may
affect future results is not exhaustive. When relying on our
forward-looking statements to make decisions with respect to First
Mining, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events.
First Mining does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to
time by the Company or on our behalf, except as required by
law.
Cautionary Note to United States Investors
This news release has been prepared in accordance with the
requirements of the securities laws in effect in Canada, which
differ from the requirements of U.S. securities laws. Unless
otherwise indicated, all resource and reserve estimates included in
this news release have been prepared in accordance with National
Instrument 43-101 Standards of Disclosure for Mineral Projects
(“NI 43-101”) and the Canadian Institute of Mining,
Metallurgy, and Petroleum 2014 Definition Standards on Mineral
Resources and Mineral Reserves. NI 43-101 is a rule developed by
the Canadian Securities Administrators which establishes standards
for all public disclosure an issuer makes of scientific and
technical information concerning mineral projects. Canadian
standards, including NI 43-101, differ significantly from the
requirements of the SEC, and mineral resource and reserve
information contained herein may not be comparable to similar
information disclosed by U.S. companies. In particular, and without
limiting the generality of the foregoing, the term "resource”
does not equate to the term "reserves”. Under U.S. standards,
mineralization may not be classified as a "reserve” unless
the determination has been made that the mineralization could be
economically and legally produced or extracted at the time the
reserve determination is made. The SEC's disclosure standards
normally do not permit the inclusion of information concerning
"measured mineral resources”, "indicated mineral
resources” or "inferred mineral resources” or other
descriptions of the amount of mineralization in mineral deposits
that do not constitute "reserves” by U.S. standards in
documents filed with the SEC. Investors are cautioned not to assume
that any part or all of mineral deposits in these categories will
ever be converted into reserves. U.S. investors should also
understand that "inferred mineral resources” have a great
amount of uncertainty as to their existence and great uncertainty
as to their economic and legal feasibility. It cannot be assumed
that all or any part of an "inferred mineral resource” will
ever be upgraded to a higher category. Under Canadian rules,
estimated "inferred mineral resources” may not form the basis
of feasibility or pre-feasibility studies except in rare cases.
Investors are cautioned not to assume that all or any part of an
"inferred mineral resource” exists or is economically or
legally mineable. Disclosure of "contained ounces” in a
resource is permitted disclosure under Canadian regulations;
however, the SEC normally only permits issuers to report
mineralization that does not constitute "reserves” by SEC
standards as in-place tonnage and grade without reference to unit
measures. The requirements of NI 43-101 for identification of
"reserves” are also not the same as those of the SEC, and
reserves reported by the Company in compliance with NI 43-101 may
not qualify as "reserves” under SEC standards. Accordingly,
information concerning mineral deposits set forth herein may not be
comparable with information made public by companies that report in
accordance with U.S. standards.