EX-99.2 3 ff_ex992.htm NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS EXHIBIT ff_ex992
  Exhibit 99.2
  
NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS
ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 30, 2021
 
 
You are receiving this notification as First Mining Gold Corp. (“First Mining,” the “Company”, “we”, “us” or “our”) is using the notice and access model (“Notice and Access”) for the delivery of meeting materials to our shareholders for the annual general & special meeting of our shareholders that will be held on June 30, 2021 (the “Meeting”). The use of Notice and Access means delivery to our shareholders of the materials for the Meeting is more environmentally friendly as it will help reduce paper use and our carbon footprint and it should also reduce our printing and mailing costs.
 
 
Under Notice and Access, instead of receiving printed copies of the Company’s management information circular (the “Circular”) for the Meeting, the audited consolidated financial statements of the Company for the year ended December 31, 2020 and management’s discussion and analysis thereon (collectively, the “Meeting Materials”), our shareholders are receiving this notification containing information on how to access the Meeting Materials electronically. However, together with this notification, shareholders continue to receive a proxy or voting instruction form, as applicable, enabling them to vote at the Meeting.
 
Meeting Date and Location
 
 When:
 Wednesday, June 30, 2021
 Where:
 Virtual meeting via live webcast
 
 10:00 a.m. (Pacific Time)
 
 https://agm.issuerdirect.com/ff
 
Due to the current COVID-19 pandemic, we will be holding the Meeting as a completely virtual meeting, which will be conducted via live webcast at the above website, where all shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate at the Meeting and engage with directors of First Mining and management. As the Meeting will be completely virtual, shareholders will not be able to attend the Meeting in person.
 
Business of the Meeting
 
Shareholders will be asked to consider and vote on the following matters:
 
1.
Financial Statements: Receive our audited consolidated annual financial statements for the financial year ended December 31, 2020 and the auditor’s report on those statements (see the section entitled “Particulars of the Matters to be Acted Upon – Receipt of audited consolidated financial statements” on page 31 of the Circular);
 
2.
Set the number of Directors and elect our Directors: Set the number of directors at five and elect five  directors to our board to hold office for the ensuing year (see the sections entitled “Particulars of the Matters to be Acted Upon – Fix the number of directors to be elected at the Meeting at five” and “Particulars of the Matters to be Acted Upon – Election of directors” on page 31 of the Circular);   
 

Suite 2070 – 1188 West Georgia Street, Vancouver, British Columbia V6E 4A2
www.firstmininggold.com | 1-844-306-8827
 
 
 
 

 
3.
Appoint our Auditor: Re-appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants, as our independent auditor for the ensuing year and authorize our directors to set the auditor’s pay (see the section entitled “Particulars of the Matters to be Acted Upon – Appointment of auditor” on page 37 of the Circular);
 
4.
Approve distribution of securities of Treasury Metals: Pass a special resolution approving a statutory plan of arrangement (the “Plan of Arrangement”) whereby First Mining will distribute 23,333,333 common shares of Treasury Metals Inc. (“Treasury Metals”) and 11,666,666 common share purchase warrants of Treasury Metals to shareholders of First Mining, by way of a reduction in the capital of First Mining’s common shares (the “Distribution”) (see the section entitled “Particulars of the Matters to be Acted Upon – Distribution of Treasury Metals Securities pursuant to the Plan of Arrangement” on page 37 of the Circular); and
  
5.
Conduct such other business properly brought before the Meeting or any adjournment or postponement of the Meeting (see the section entitled “Particulars of the Matters to be Acted Upon – Other business” on page 67 of the Circular).
 
First Mining reminds shareholders that it is important that they review the Circular before voting. See the remainder of this notice for instructions on how to view the Circular, and how to vote.
 
If after reviewing the Circular you have questions about voting your proxy or the Distribution, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, either by toll-free telephone in North America at 1-877-659-1822 or collect call outside North America at 416-867-2272, or by e-mail at contactus@kingsdaleadvisors.com.
 
Accessing the Meeting Materials Online
 
Shareholders can view the Meeting Materials online under our SEDAR profile at www.sedar.com, or on our website at www.firstmininggold.com/investors/AGM.
 
How to Request Printed Meeting Materials
 
Shareholders may request that paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them up to one year from the date the Circular was filed on SEDAR.
 

Suite 2070 – 1188 West Georgia Street, Vancouver, British Columbia V6E 4A2
www.firstmininggold.com | 1-844-306-8827
 
 
  
Registered shareholders may make their request by contacting Janet Meiklejohn, our Vice President, Investor Relations, at 1.844.306.8827 or by e-mail: info@firstmininggold.com.
 
Non-registered shareholders may make their request online at www.proxyvote.com or by telephone 1.877.907.7643 (North America), or 1.303.562.9305 (English) or 1.303.562.9306 (French) (outside of North America), by entering the 16-digit control number located on their voting instruction form and following the instructions provided. If you are a non-registered shareholder and you do not have a control number on your voting instruction form, please call toll-free at 1.844.916.0609 (English) or 1.844.973.0593 (French) (North America), or 1.303.562.9305 (English) or 1.303.562.9306 (French) (outside of North America).
 
To receive the Meeting Materials in advance of the proxy deposit deadline date and the date of the Meeting, First Mining must receive requests for paper copies of the Meeting Materials at least seven (7) business days in advance of the proxy deposit deadline date and time set out in the accompanying proxy or voting instruction form. The Meeting Materials will be sent to those shareholders who request a paper copy of the Meeting Materials within three (3) business days of their request if such requests are made before the Meeting. Those shareholders with existing instructions on their account to receive a paper copy of Meeting Materials will receive a paper copy of the Meeting Materials with this notification.
 
 
Voting Process
 
This notice is accompanied by either a form of proxy (for registered shareholders) or a voting instruction form (for non-registered shareholders).
 
Registered shareholders are asked to return their proxies using the following methods by the proxy deposit date noted on your proxy:
 
INTERNET:
 
www.investorvote.com
Follow the instructions using the 15-
digit control number noted on your proxy.
 
 
MAIL:
 
Computershare Investor Services Inc.
Attention: Proxy Department
8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
TELEPHONE:
 
1.866.732.8683 (North America)
1.312.588.4290 (if outside North America)
You will need the 15-digit control number noted on your proxy.
 
 
 
 
Non-registered shareholders are asked to return their voting instructions using the methods set out on their voting instruction form or business reply envelope, or as set out below, at least one business day in advance of the proxy deposit date noted on your voting instruction form:
 

Suite 2070 – 1188 West Georgia Street, Vancouver, British Columbia V6E 4A2
www.firstmininggold.com | 1-844-306-8827
 
 
 
CANADA
 
UNITED STATES
INTERNET:
 
www.proxyvote.com
Follow the instructions using the 16-digit control number from your voting instruction form.
 
 
INTERNET:
 
www.proxyvote.com
Follow the instructions using the 16-digit control number from your voting instruction form.
 
TELEPHONE:
 
1.800.474.7493 (for English)
1.800.474.7501 (for French)
You will need the 16-digit control number noted on your voting instruction form.
 
 
TELEPHONE:
 
1.800.454.8683
You will need the 16-digit control number noted on your voting instruction form.
 
MAIL:
 
Data Processing Centre
P.O. Box 3700, STN Industrial Park
Markham, Ontario L3R 9Z9
Canada
 
MAIL:
 
Proxy Services
P.O. Box 9104
Farmingdale, New York
11735-9533, USA
 
 
If you have any questions and/or need assistance in voting your shares, please contact our strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, either by toll-free telephone in North America at 1-877-659-1822 or collect call outside North America at 416-867-2272, or by e-mail at contactus@kingsdaleadvisors.com.
 
Questions
 
Shareholders with questions about Notice and Access can contact Janet Meiklejohn, our Vice President, Investor Relations, at 1.844.306.8827 or by e-mail: info@firstmininggold.com.
 
Dated at Vancouver, British Columbia this 18th day of May, 2021.
 
BY ORDER OF THE BOARD OF DIRECTORS.
 
/s/ Daniel W. Wilton
 
Daniel W. Wilton
Chief Executive Officer and Director
 

Suite 2070 – 1188 West Georgia Street, Vancouver, British Columbia V6E 4A2
www.firstmininggold.com | 1-844-306-8827