Blueprint
TSX: FF
OTCQX: FFMGF
FRANKFURT: FMG
Exhibit 99.1
NEWS RELEASE
First Mining Establishes At-The-Market Facility
August 20, 2019 – Vancouver, BC – First Mining Gold
Corp. (“First Mining” or the
“Company”) (TSX: FF) (OTCQX: FFMGF) (FRANKFURT:
FMG) is pleased to announce the establishment of an at-the-market
equity program (the “ATM Program”) pursuant to which
First Mining, at its discretion and from time to time, may issue up
to $15 million of common shares (“Common Shares”) to
the public at the prevailing market price of the Common Shares when
issued through the Toronto Stock Exchange (the “TSX”).
The volume and timing of distributions under the ATM Program, if
any, will be determined at First Mining’s sole discretion,
subject to applicable regulatory limitations under Canadian
securities laws.
Sales
of Common Shares through the ATM Program will be made pursuant to
the terms of an equity distribution agreement dated August 19, 2019
(the “Equity Distribution Agreement”) between First
Mining and Cantor Fitzgerald Canada Corporation
(“Cantor”). The net proceeds from the ATM Program, if
any, will be used by the Company for development and permitting
activities at its Canadian gold projects, as well as for general
working capital purposes. The ATM Program will be effective until
the earlier of July 26, 2021 or completion of the sale of the
maximum number of shares thereunder unless terminated prior to such
date in accordance with the Equity Distribution
Agreement.
Sales
of Common Shares, if any, under the ATM Program are anticipated to
be made in transactions that are deemed to be “at-the-market
distributions” as defined in National Instrument 44-102
Shelf Distributions,
including sales made directly on the TSX or on any other existing
trading market for the Common Shares in Canada. The Common
Shares will be distributed at the prevailing market prices at the
time of the sale and, as a result, prices may vary among purchasers
and during the period of distribution. The Company has applied
for conditional approval from the TSX for the listing of the Common
Shares to be offered under the ATM Program.
The ATM
Program is being established pursuant to a prospectus supplement
dated August 19, 2019 (the “Prospectus Supplement”) to
the Company's Canadian short form base shelf prospectus dated June
24, 2019 (the “Shelf Prospectus”), filed with the
securities regulatory authorities in each of the provinces of
Canada and a supplement to the base prospectus included in the
Company’s U.S. registration statement on Form F-10
(the “Registration Statement”) filed with the United
States Securities and Exchange Commission. The Canadian
prospectus supplement (together with the related base shelf
prospectus) is available on the SEDAR website maintained by the
Canadian Securities Administrators at www.sedar.com
and the U.S. prospectus supplement (together with the related base
prospectus) is available on the SEC's website (www.sec.gov).
Alternatively, copies of the Prospectus Supplement will be
available upon request by contacting Cantor Fitzgerald Canada
Corporation, attention: Equity Capital Markets, 181 University
Avenue, Suite 1500, Toronto, ON, M5H 3M7, email
ecmcanada@cantor.com.
This
news release does not constitute an offer to sell or the
solicitation of an offer to buy the Common Shares, nor shall there
be any sale of these securities in any jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
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.
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 anticipated sale and distribution of Common Shares under the
ATM Program; (ii) the aggregate value of Common Shares which may be
issued pursuant to the ATM Program; (iii) the volume and timing of
the sale and distribution of Common Shares under the ATM Program;
(iv) the Company’s expected use of the net proceeds of the
ATM Program, if any; (v) the anticipated benefits and impacts of
the ATM Program; and (vi) realizing and unlocking the value of the
Company’s gold projects for the Company’s shareholders.
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.