Annual Report on Form 40-F for the year ended Dec 31, 2022

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# Annual Report on Form 40-F for the year ended Dec 31, 2022 Download

Source: https://firstmininggold.com/_resources/financials/First-Mining-Annual-Report-on-Form-40-F-2022.pdf?v=050509
Published: 2023-03-31T00:00:00+00:00
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# Annual Report on Form 40-F for the year ended Dec 31, 2022 Download
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022 Commission File Number 000-55607
FIRST MINING GOLD CORP.
(Exact name of registrant as specified in its charter)
British Columbia, Canada 1040 Not Applicable
(Province or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
Suite 2070– 1188 West Georgia Street,
Vancouver, British Columbia V6E 4A2, Canada (604) 688-3033
(Address and telephone number of Registrant’s principal executive offices)
National Registered Agents, Inc.
1090 Vermont Avenue N.W., Suite 910
Washington DC. 20005
(202) 371-8090
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class: Trading Symbol(s) Name of exchange on which registered:
None N/A None
Securities registered pursuant to Section 12(g) of the Act: Common Shares, no par value
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form.
☒ Annual information form ☒ Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
802,226,149
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit and post such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
EXPLANATORY NOTE
First Mining Gold Corp. (the “Company” or the “Registrant”) is a Canadian issuer eligible, pursuant to Section 13 of the Securities Exchange Act, to file its annual
report on Form 40‑F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4
under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule
3a12-3.
FORWARD-LOOKING STATEMENTS
This annual report on Form 40‑F and the exhibits attached hereto contain “forward‑looking statements” within the meaning of the United States Private Securities
Litigation Reform Act of 1995 and “forward‑looking information” within the meaning of applicable Canadian securities legislation. Forward‑looking statements,
which are all statements other than statements of historical fact, include, but are not limited to, statements with respect to the future price of commodities, the
estimation of mineral reserves and mineral resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of
production, reserve determination and reserve conversion rates. Generally, these forward‑looking statements can be identified by the use of forward‑looking
terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not
anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be
taken”, “occur” or “be achieved”. Forward‑looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward‑looking statements,
including but not limited to: fluctuations in the price of commodities; expectations and anticipated impact of the COVID-19 pandemic; risks related to mining and
exploration operations including risks related to fluctuations in the price of the primary commodities mined at such operations, actual results of mining and
exploration activities, economic and political risks of the jurisdictions in which the mining and exploration operations are located, changes in project parameters as
plans continue to be refined; and differences in the interpretation or application of tax laws and regulations; as well as those factors discussed in the section entitled
“Risks that can affect our business” in the Company’s annual information form (the “AIF”) for the financial year ended December 31, 2022. Forward‑looking
statements are based on assumptions management believes to be reasonable, including but not limited to: no material adverse change in the market price of
commodities, that the mining and exploration operations will operate and the mining projects will be completed in accordance with their public statements and achieve
their stated production outcomes, and such other assumptions and factors as set out herein. Although the Company has attempted to identify important factors that
could cause actual results to differ materially from those contained in forward‑looking statements, there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that forward‑looking statements will prove to be accurate. Accordingly, readers should not place
undue reliance on forward‑looking statements. The forward‑looking statements and forward‑looking information contained or incorporated by reference in this annual
report on Form 40‑F are included for the purpose of providing investors with information to assist them in understanding the Company’s expected financial and
operational performance and may not be appropriate for other purposes. The Company does not undertake to update any forward‑looking statements that are
included or incorporated by reference herein, except in accordance with applicable securities laws.
-2-
NOTE TO UNITED STATES READERS – DIFFERENCES
IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted, under a multi‑jurisdictional disclosure system adopted by the United States, to prepare this annual report on Form 40‑F in accordance with
Canadian disclosure requirements, which are different from those of the United States. The Company prepares its financial statements (the “Audited Financial
Statements”) in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
The AIF filed as Exhibit 99.1 to this annual report on Form 40‑F 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. The terms “Mineral Reserve”, “Proven Mineral Reserve” and “Probable Mineral Reserve” are
Canadian mining terms as defined in accordance with Canadian National Instrument 43‑101 Standards of Disclosure for Mineral Projects (“NI 43‑101”) and the
Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as
amended. These definitions differ from the definitions in the United States Securities and Exchange Commission (the “SEC”) rules applicable to domestic United
States companies.
Accordingly, information contained in this annual report on Form 40‑F 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 under
the United States federal securities laws and the rules and regulations thereunder.
CURRENCY
Unless otherwise indicated, all dollar amounts in this annual report on Form 40‑F are in Canadian dollars. The functional currency of the Company and its Canadian
subsidiaries is the Canadian dollar while the functional currency of the Company’s non-Canadian subsidiaries is the US dollar. The financial statement presentation
currency is the Canadian dollar. The expenditures of our Canadian operations where incurred in currencies other than Canadian dollars are translated at the exchange
rates in effect at the date of the underlying transactions. Differences arising from these foreign currency transactions are recorded in the consolidated statement of
net loss.
ANNUAL INFORMATION FORM
The AIF is filed as Exhibit 99.1 to, and incorporated by reference in, this annual report on Form 40‑F.
-3-
AUDITED ANNUAL FINANCIAL STATEMENTS
The Audited Financial Statements for the year ended December 31, 2022, including the report of the independent registered public accounting firm with respect
thereto, is filed as Exhibit 99.2 to, and incorporated by reference in, this annual report on Form 40‑F.
Our independent registered public accounting firm is PricewaterhouseCoopers LLP, Vancouver, British Columbia, Canada, PCAOB Firm ID: 271.
MANAGEMENT’S DISCUSSION AND ANALYSIS
The Company’s management’s discussion and analysis of results of operations and financial condition for the year ended December 31, 2022 is filed as Exhibit 99.3
to, and incorporated by reference in, this annual report on Form 40‑F.
CERTIFICATIONS
See Exhibits 99.4, 99.5, 99.6 and 99.7, which are included as Exhibits to this annual report on Form 40‑F.
DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this annual report on Form 40‑F, an evaluation was carried out under the supervision of, and with the participation of, the
Company’s m

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