First Mining Gold Corp. (TSX: FF) (OTCQX: FFMGF) (FRANKFURT: FMG) is pleased to announce that it has made an offer to acquire all of the issued and outstanding shares of Beattie Gold Mines Ltd. a private company that owns the mineral rights to mining claims that make up the former Beattie mining concession which forms a large part of the Duparquet Gold Project located in Quebec, Canada.  First Mining, directly and through its wholly-owned subsidiary, Clifton Star Resources Inc. already owns approximately 25.3% of the issued and outstanding shares of Beattie Gold.  The total consideration of the Beattie Offer is $4.43641 cash per Beattie Gold share and 35 First Mining Shares per Beattie Gold share for a total cash consideration of $6,227,176 and the issuance of 49,127,820 First Mining common shares.  First Mining has received signed, irrevocable lock-up agreements from Beattie Gold shareholders holding, in aggregate, 1,358,652 Beattie Gold shares, representing 72.3% of the outstanding common shares of Beattie Gold.  Upon acquiring the Beattie Gold shares committed under the lock-up agreements, First Mining, directly and through Clifton Star, will own 97.6% of the outstanding common shares of Beattie Gold.

The Duparquet Gold Project consists of several properties held in different entities which, in addition to the Beattie property, include the Donchester, Dumico and Central Duparquet properties.  First Mining, through Clifton Star, is currently a 10% shareholder of 2588111 Manitoba Ltd, a private company that owns the mineral rights to mining claims that make up the former Donchester mining concession and Dumico property that also form a part of the Duparquet Gold Project, and a 10% shareholder of 2699681 Canada Ltd, a private company that owns in whole or in part, the surface rights to the Beattie, Donchester and Dumico properties.  First Mining already owns 100% of the Central Duparquet property.

Concurrent with making the Beattie Offer, First Mining has entered into share purchase agreements to acquire all of the issued and outstanding shares of 258 Manitoba and 269 Canada that are not already owned by Clifton Star.  The Concurrent Transactions are conditional on the Beattie Offer, and will close on the same day as the Beattie Offer, which is expected to be in mid-September.

The total consideration of the Concurrent Transactions is $2.5 million in cash and the issuance of 20,000,000 common shares of First Mining.  In aggregate, the total consideration of the Beattie Offer and the Concurrent Transactions (assuming that all shareholders of Beattie Gold tender their shares to the Beattie Offer) is $8,727,177 in cash and 69,127,820 common shares of First Mining.   The total transaction value based on the twenty trading days volume weighted average price for First Mining’s common shares as of the last trading day prior to this news release is approximately $24 million.

“This transformational acquisition has been a few years in the making and grows First Mining’s M&I gold resources by 40% and inferred gold resources by 50%” said Keith Neumeyer, Chairman of First Mining Gold.  “When First Mining acquired Clifton Star in 2016, we always contemplated the opportunity to consolidate this advanced stage, highly prospective project.  Duparquet fits perfectly with First Mining’s strategy and the capabilities of our team to advance and de-risk a second world class asset.”

“This is a transformational acquisition for First Mining and the Duparquet Gold Project as we plan on consolidating this highly fragmented ownership structure under the First Mining banner.  Duparquet hosts a robust resource profile where two past producing mines have operated in Quebec’s most prolific gold mining district.  First Mining has been a long-time minority shareholder of the companies that own this Project, and the timing was right to acquire full ownership of these companies. We are confident that Duparquet and the district will prove to be a critical strategic asset in the gold sector in Canada as this transaction affirms First Mining’s positioning as a multi-asset developer of major projects in Tier 1 jurisdictions,” stated Dan Wilton, CEO of First Mining. “Together with our ownership of the Pitt and Duquesne projects in Quebec located just east of Duparquet, First Mining will now have 100% ownership exposure to 3.3 million M&I ounces of gold and 2.0 million inferred ounces of gold located in the Abitibi, which is home to some of the largest and richest mineral deposits in the world.  First Mining has completed extensive due diligence and will develop a comprehensive plan to advance the Duparquet Gold Project in the near-term.  Springpole remains a core focus and priority as we continue to advance the project through feasibility and the environmental assessment process.  The addition of Duparquet results in First Mining owning 100% of two projects with multi-million ounce gold resources in what we consider as the best mining jurisdictions in the world and will allow First Mining to leverage our team’s experience with similar projects in advancing these two major gold deposits.”

Transaction Highlights

• Consolidates one of the largest advanced-stage, undeveloped gold projects in Canada – including the Duquesne and Pitt deposits, to create a multi-million ounce gold resource district ^{(1, 2, 3)}
• Transforms First Mining into a leading Tier I gold development company with ownership in two prolific Tier 1 multi-million ounce gold assets located in some of the best mining jurisdictions in the world in Quebec and Ontario
• NI 43-101 resource estimate of the Duparquet Gold Project (InnovExplo, 2014) 3.1 Moz M&I at 1.59 g/t Au and 1.4 Moz Inferred at 1.51 g/t Au meaningfully enhances total resource profile of First Mining
• Increases First Mining’s M&I resource base in Quebec by +450% and its inferred resource base in Quebec by +150%; increases First Mining’s global M&I resource base by +40% and its global inferred resource base by +50%
• Accretive acquisition metrics to First Mining on a per ounce basis
• Consolidates and simplifies highly fragmented and complex ownership structure of the Duparquet Gold Project by combining properties, mineral rights and surface rights ownership under one entity
• Offers potential to significantly improve on 2014 Pre-Feasibility Study completed on the Duparquet Gold Project with development optimization and more robust economics based on an improved gold market environment
• Creates exciting exploration upside potential with additional exploration drilling to expand mineralized zones along strike and at-depth
• Provides platform for further district consolidation in Quebec

Lock-Up Agreements

In connection with the Beattie Offer, First Mining has entered into binding lock-up agreements with certain shareholders of Beattie Gold who have agreed to support the Beattie Offer and to irrevocably tender all of their common shares of Beattie Gold to the Beattie Offer.  The Support Shareholders collectively hold 1,358,652 Beattie Gold shares representing approximately 72.3% of the issued and outstanding common shares of Beattie Gold.

Transaction Details

First Mining intends to make an offer to all registered holders of common shares of Beattie Gold in accordance with applicable Canadian securities laws.  The Beattie Offer will be subject to the following conditions: (i) there being deposited under the Beattie Offer, and not withdrawn, at least 464,643 of the outstanding common shares of Beattie Gold, which, when combined with the common shares of Beattie Gold already held by First Mining (both directly and through Clifton Star), would represent ownership of Beattie Gold of 50.1%; and (ii) completion of the 269 Canada Transaction..

First Mining has entered into binding share purchase agreements in respect of the 258 Manitoba Transaction and the 269 Canada Transaction, which are both subject to the Take-Up Condition and are expected to close concurrently with the closing of the Beattie Offer.  All of the transactions are expected to close in mid-September 2022.

Upcoming Duparquet Work Plan

First Mining has concluded substantial due diligence on the Duparquet Gold Project to date, including understanding the existing mineral resource estimate and exploration potential at the Duparquet Gold Project and in the district.  First Mining intends to complete an updated mineral resource estimate in accordance with NI 43-101 shortly after closing the Beattie Offer and Concurrent Transactions which will incorporate additional drilling from 2014 to 2020 not included in the previous mineral resource estimate.

First Mining will commence an environmental data collection exercise to update the environmental baseline data collected by Clifton Star in 2012 and 2013.  Work is also expected to commence on engineering trade-off studies and an updated economic study to build on the solid technical foundation established by the Project in the 2014 Pre-Feasibility Study.  First Mining has initiated discussions with the relevant Quebec ministries and is committed to working in partnership with regulators, the local municipality, and Indigenous communities to address environmental matters and legacy infrastructure as part of the property’s redevelopment.  In addition, First Mining intends to commence a robust regional exploration data compilation, integration and targeting exercise to develop a path supporting potential resource expansion, resource classification upgrading, and exploration discovery.

About the Duparquet Gold Project

The Duparquet Gold Project is located immediately north of the town of Duparquet, Quebec and covers an area of 1,079 hectares, and consists of 50 mining claims, including two historical mining concessions, which include the four mining properties: the Beattie property (historical mining concession 292) owned by Beattie, the Donchester property (historical mining concession 384) and Dumico property owned by 2588111 Manitoba Ltd., and the Central Duparquet property owned by First Mining.  Both the Beattie and Donchester properties contain past-producing underground gold mines. Historical underground workings and a shaft were developed at the Central Duparquet property, but no gold was produced. The Duparquet Gold Project also contains a tailings pond area straddling the southwest limit of the Beattie property.

Gold was first discovered in the Duparquet region in 1910 with production commencing in 1933 on the Beattie property and on the Donchester property in the 1940s.  Mining and milling operations ceased at Duparquet in 1956 after 23 years of continuous production.  During its lifetime, the Beattie mill at Duparquet produced over 1.3 million ounces of gold at grades higher than 4 g/t.  The Duparquet Gold Project remained mostly dormant until 1987 when increased exploration and drilling activity resumed.  Clifton Star began work on the Duparquet Gold Project in 2008 and between 2008 and 2013, Clifton Star and its partners completed in excess of 260,000 m of drilling that were incorporated into the mineral resource estimate and completed a positive Pre-Feasibility Study in 2014, which detailed a development plan including a 10,000 tpd open pit mine and mill.  Clifton Star was acquired by First Mining in April 2016.

Map of the Duparquet Project

Duparquet Gold Project Mineral Resource Estimate

This mineral resource estimate was prepared for Clifton Star Resources Inc. by InnovExplo Inc titled “Technical Report and Prefeasibility Study for the Duparquet Project” effective March 26, 2014.  The NI 43-101 technical report detailing the mineral resource estimate for the Duparquet Gold Project is filed on SEDAR (www.sedar.com) and available on First Mining Gold’s website.

Pitt and Duquesne Mineral Resource Estimate

Qualified Person

Mr. Louis Martin P.Geo., (OGQ 0364), a consultant of First Mining, is a “Qualified Person” for the purposes of National Instrument 43-101 Standards of Disclosure for Mineral Projects, and he has reviewed and approved the scientific and technical disclosure contained in this news release.

About First Mining Gold Corp. 

First Mining is a Canadian gold developer focused on the development and permitting of the Springpole Gold Project in northwestern Ontario. Springpole is one of the largest undeveloped gold projects in Canada. The results of a positive Pre-Feasibility Study for the Springpole Gold Project were announced by First Mining in January 2021, and permitting activities are on-going with submission of a draft Environmental Assessment (“EA”) and Environmental Impact Statement (“EIS”) for the project targeted for 2022. The Company also holds a large equity position in Treasury Metals Inc. who are advancing the Goliath Gold Complex toward construction. First Mining’s portfolio of gold projects in eastern Canada also includes the Pickle Crow (being advanced in partnership with Auteco Minerals Ltd.), Hope Brook (being advanced in partnership with Big Ridge Gold Corp.), Cameron, Duparquet, Duquesne, and Pitt gold projects.

First Mining was established in 2015 by Mr. Keith Neumeyer, founding President and CEO of First Majestic Silver Corp.