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
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
2019 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 incorporation or
organization)
|
|
(Primary
Standard Industrial Classification Code Number)
|
|
(I.R.S.
Employer Identification Number)
|
Suite 2700 – 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, D.C.
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.
591,997,138
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.
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).
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 12b-2 of the Exchange Act.
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.
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; 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, 2019.
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.
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”) Industry
Guide 7 (“SEC Industry
Guide 7”) under the United States Securities Act
of 1933, as amended. Under SEC Industry Guide 7 standards, a
“final” or “bankable” feasibility study is
required to report reserves, the three-year historical average
price is used in any reserve or cash flow analysis to designate
reserves and the primary environmental analysis or report must be
filed with the appropriate governmental authority.
In
addition, the terms “mineral
resource”, “measured mineral resource”,
“indicated mineral
resource” and “inferred mineral resource” are
defined in and required to be disclosed by NI 43-101; however,
these terms are not defined terms under SEC Industry Guide 7
and are normally not permitted to be used in reports and
registration statements 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. “Inferred
mineral resources” have a great amount of uncertainty as to
their existence and 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, estimates of 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.
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, the parent entity,
is the Canadian dollar and for the Mexican and US subsidiaries, the
functional currency is the United States 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.
AUDITED ANNUAL FINANCIAL STATEMENTS
The
Audited Financial Statements for the year ended December 31,
2019, 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.
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, 2019 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 management, including the Chief Executive Officer
(“CEO”) and
Chief Financial Officer (“CFO”), of the effectiveness of the
Company’s disclosure controls and procedures (as defined in
Rule 13a – 15(e) and Rule 15d – 15(e) under
the Exchange Act). Based upon the results of that evaluation, the
CEO and the CFO have concluded that as of the end of the period
covered by this annual report on Form 40-F, the Company’s
disclosure controls and procedures were effective. Disclosure
controls and procedures include controls and other procedures that
are designed to ensure that (i) information required to be
disclosed by the Company in reports that it files or submits to the
SEC under the Exchange Act is recorded, processed, summarized and
reported within the appropriate time periods specified in
applicable rules and forms and (ii) information required to be
disclosed by the Company in reports filed under the Exchange Act is
accumulated and communicated to the Company’s management,
including the CEO and CFO, as appropriate, to allow for accurate
and timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial
Reporting
The
Company’s management, with the participation of the CEO and
CFO, is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The
Company’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation and fair
presentation of financial statements for external purposes in
accordance with International Financial Reporting Standards as
issued by the International Accounting Standards Board. The
Company’s internal control over financial reporting includes
policies and procedures that:
●
maintain records
that accurately and fairly reflect, in reasonable detail, the
transactions and dispositions of assets of the
Company;
●
provide reasonable
assurance that transactions are recorded as necessary for
preparation of financial statements in accordance with
IFRS;
●
provide reasonable
assurance that the Company’s receipts and expenditures are
made only in accordance with authorizations of management and the
Company’s Directors; and
●
provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company’s assets that
could have a material effect on the Company’s consolidated
financial statements.
Because
of its inherent limitations, the Company’s internal control
over financial reporting may not prevent or detect misstatements.
Additionally, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may
deteriorate.
Management assessed the effectiveness of the Company’s
internal control over financial reporting as of December 31,
2019, based on the criteria set forth in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. This evaluation included
review of the documentation of controls, evaluation of the design
effectiveness of controls, testing of the operating effectiveness
of controls and a conclusion on this evaluation. Based on this
evaluation, management has
concluded that the Company’s internal control over financial
reporting was effective and no material weakness was identified as
at December 31, 2019.
Attestation Report of the Registered Public Accounting
Firm
This
Annual Report on Form 40-F does not include an attestation report
of the Company’s registered public accounting firm because
the Company qualified as an "emerging growth company" pursuant to
Section 2(a)(19) of the Securities Act of 1933 during the year
covered by this Annual Report on Form 40-F, and this Annual Report
on Form 40-F is therefore not required to include such an
attestation report.
Changes in Internal Control over Financial Reporting
During
the period covered by this annual report on Form 40-F, no change occurred in the
Company’s internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial
reporting.
Limitations of Controls and Procedures
The
Company’s management, including the CEO and CFO, does not
expect that its disclosure controls and procedures or internal
controls and procedures will prevent all error and all fraud. A
control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any,
within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or
mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more
people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated
goals under all potential future conditions; over time, control may
become inadequate because of changes in conditions, or the degree
of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.
AUDIT COMMITTEE
Audit Committee
The
Company’s board of directors has a separately designated
standing audit committee established in accordance with
section 3(a)(58)(A) of the Exchange Act. The members of the
Company’s audit committee are identified on pages 137 to
138 of the AIF, filed as Exhibit 99.1 and incorporated by
reference herein. The Company’s board of directors has
determined that all members of the audit committee are independent
(as determined under Rule 10A-3 of the Exchange Act and the
rules of the New York Stock Exchange) and are financially
literate.
Audit Committee Financial Expert
The
Company’s board of directors has determined that Raymond
Polman is an audit committee “financial expert” as
defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange
Act, in that he has an understanding of generally accepted
accounting principles in Canada and financial statements and is
able to assess the general application of accounting principles in
connection with the accounting for estimates, accruals and
reserves. Mr. Polman also has experience preparing, auditing,
analyzing or evaluating financial statements that present a breadth
and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the Company’s
financial statements (or actively supervising another person who
did so). Mr. Polman also has an understanding of internal controls
and procedures for financial reporting and an understanding of
audit committee functions. Mr. Polman has experience as a principal
financial officer, principal accounting officer, controller, public
accountant or auditor.
CODE OF ETHICS
The
Company has adopted a written Code of Business Conduct and Ethics.
A copy of this code is available on the Company’s website at
http://www.firstmininggold.com
or to any person without charge, by written request addressed to:
First Mining Gold Corp., Attention: General Counsel & Corporate
Secretary, Suite 2700 – 1188 West Georgia Street, Vancouver,
British Columbia V6E 4A2, Canada 1.844.306.8827, or by email
(info@firstmininggold.com).
PRINCIPAL ACCOUNTANT FEES AND SERVICES
PricewaterhouseCoopers
LLP served as the Registrant's principal accountant (the
“Principal
Accountant”) for the year ended December 31,
2019.
Audit Fees
The
aggregate fees billed and expected to be billed by the Principal
Accountant for the fiscal years ended December 31, 2019 and 2018,
for professional services rendered by the Principal Accountant for
the audit of the Company’s annual financial statements or
services that are normally provided by the Principal Accountant in
connection with statutory and regulatory filings or engagements for
such fiscal years were $164,430 and $121,931,
respectively.
Audit-Related Fees
There
were no audit-related fees billed by the Principal Accountant for
the fiscal years ended December 31, 2019 and 2018.
Tax Fees
The
aggregate fees billed by the Principal Accountant for the fiscal
years ended December 31, 2019 and 2018, for professional services
rendered by the Principal Accountant for tax compliance, tax
advice, tax planning and other services were $29,715 and $34,545,
respectively. The Tax Fees predominantly relate to the general tax
advisory services under Canadian and US tax regimes.
All Other Fees
There
were no additional fees billed by the Principal Accountant for the
fiscal years ended December 31, 2019 and 2018.
Audit Committee Pre-Approval Policies and Procedures
Since
the enactment of the Sarbanes-Oxley Act of 2002 on July 30,
2002, all audit and non-audit services performed by the
Registrant’s outside auditors are pre-approved by the audit
committee of the Registrant.
OFF-BALANCE SHEET ARRANGEMENTS
The
Company does not have any off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to investors, or relationships
with unconsolidated special purpose entities.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The
information provided under the heading “Management’s
Discussion and Analysis – Financial Instruments –
Liquidity Risk” contained in Exhibit 99.3 as filed with
this annual report on Form 40-F contains the Company’s
disclosure of contractual obligations and is incorporated by
reference herein.
MINE SAFETY DISCLOSURE
Not
applicable.
UNDERTAKINGS
The
Company undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the SEC staff, and
to furnish promptly, when requested to do so by the SEC staff,
information relating to: the securities registered pursuant to
Form 40-F; the securities
in relation to which the obligation to file an annual report on
Form 40-F arises; or
transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The
Company filed an Appointment of Agent for Service of Process and
Undertaking on Form F-X with respect to the class of
securities in relation to which the obligation to file this annual
report on Form 40-F arises.
EXHIBIT INDEX
Exhibit
|
|
Description
|
99.1
|
|
Annual
Information Form of the Company for the year ended December 31,
2019
|
|
|
Audited
consolidated financial statements and related audit reports of the
Company, for the year ended December 31, 2019 are exhibits to and
form a part of this annual report
|
|
|
Management’s
Discussion and Analysis for the year ended December 31,
2019
|
|
|
CEO
Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
|
|
|
CFO
Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
|
|
|
CEO
Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
CFO
Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
Consent
of Dr. Gilles Arseneau, Ph.D., P.Geo., of SRK Consulting (Canada)
Inc.
|
|
|
Consent
of Grant Carlson, P.Eng., of SRK Consulting (Canada)
Inc.
|
|
|
Consent
of Bruce Andrew Murphy, P.Eng., of SRK Consulting (Canada)
Inc.
|
|
|
Consent
of Neil Winkelmann, FAusIMM, of SRK Consulting (Canada)
Inc.
|
|
|
Consent
of Mark Liskowich, P.Geo., of SRK Consulting (Canada)
Inc.
|
|
|
Consent
of Michel Noël, P.Eng., of SRK Consulting (Canada)
Inc.
|
|
|
Consent
of Michael Royle, M.App.Sci., P.Geo., of SRK Consulting (Canada)
Inc.
|
|
|
Consent
of Dr. Mauricio Herrera, Ph.D., P.Eng., of SRK Consulting (Canada)
Inc.
|
|
|
Consent
of Laurie Tahija, MMSA-QP, of M3 Engineering and Technology
Corporation
|
|
|
Consent
of Todd McCracken, P.Geo., of WSP Canada Inc.
|
|
|
Consent
of Mark Drabble, B.App.Sci (Geology), MAIG, MAusIMM, of Optiro Pty
Limited
|
|
|
Consent
of Kahan Cervoj, B.App.Sci (Geology), MAIG, MAusIMM, of Optiro Pty
Limited
|
|
|
Consent
of B. Terrence Hennessey, P.Geo., of Micon International
Limited
|
|
|
Consent
of Michael P. Cullen, M.Sc., P.Geo., of Mercator Geological
Services Limited
|
|
|
Consent
of Hazel Mullin, P.Geo., of First Mining Gold Corp.
|
|
|
Consent
of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm
|
101.INS
|
|
XBRL
Instance Document
|
101.SC
|
|
XBRL
Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL
Taxonomy Definition Linkbase Document
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase Document
|
101.PR
|
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the Registrant certifies
that it meets all of the requirements for filing on Form 40-F and has duly caused this
annual report to be signed on its behalf by the undersigned,
thereto duly authorized.
|
FIRST
MINING GOLD CORP.
|
|
|
|
|
|
Date: March 30,
2020
|
By:
|
/s/ Daniel W. Wilton
|
|
|
|
Daniel W.
Wilton
|
|
|
|
Chief
Executive Officer
|
|
First Mining Gold (QX) (USOTC:FFMGF)
Historical Stock Chart
From Feb 2024 to Mar 2024
First Mining Gold (QX) (USOTC:FFMGF)
Historical Stock Chart
From Mar 2023 to Mar 2024