First Mining Finance to Acquire Pitt Gold Property From Brionor Resources Inc.
March 7, 2016
VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 7, 2016) - First Mining Finance Corp. ("First Mining") (TSX VENTURE:FF)(OTCQB:FFMGF) and Brionor Resources Inc. ("Brionor") (TSX VENTURE:BNR) are pleased to announce that the companies have entered into a purchase agreement (the "Agreement") pursuant to which First Mining has agreed to acquire the gold development property known as the "Pitt Gold Property" from Brionor for an aggregate purchase price of CDN$1,250,000 (the "Pitt Gold Acquisition") of which CDN$1,000,000 of the purchase price will be satisfied through the issuance of 2,535,293 common shares of First Mining to Brionor, based on the 20-day VWAP and the remaining CDN$250,000 will be paid in cash. The common shares issued to Brionor will be subject to a four-month hold period.
The Pitt Gold Property is located in the Abitibi Region of Quebec and is adjacent to Clifton Star Resources Inc.'s ("Clifton") Duparquet Gold Project and Duquesne Gold Project. On June 11, 2011 Brionor announced a NI 43-101 compliant resource estimate for the Pitt Gold Property which, at a cut-off grade of 3.00 g/t gold, is estimated to have Indicated Resources of 600,000 tonnes grading 7.83 g/t gold (151,000 Au ounces) and Inferred Resources of 476,000 tonnes grading 6.91 g/t gold (106,000 Au ounces). As announced on February 12, 2016, First Mining has entered into a definitive arrangement agreement to acquire all of the issued and outstanding common shares of Clifton (the "Clifton Acquisition"). Subject to receipt of regulatory and shareholder approval, the Clifton Acquisition is expected to close on or about April 8, 2016.
The Pitt Gold Acquisition remains subject to regulatory approval and approval of the Brionor shareholders. Brionor anticipates that it will hold a special meeting of shareholders in the second half of April 2016 at which its shareholders will be asked to approve the Pitt Gold Acquisition.
Keith Neumeyer, Chairman of First Mining, stated: "The acquisition of the Pitt Gold Property will provide First Mining with an additional property in the Abitibi Region of Quebec which is one of the world's most prolific gold producing regions. This acquisition will be complementary to the Clifton Star transaction and fits into First Mining's growth and expansion plans."
Full details of the Pitt Gold Acquisition will be included in a Management Information Circular that will be made available to Brionor shareholders in accordance with applicable securities laws.
ABOUT FIRST MINING FINANCE CORP.
First Mining is a mineral property holding company whose principal business activity is to acquire high quality mineral assets with a focus in the Americas. The Company currently holds a portfolio of 19 mineral assets in Canada, Mexico and the United States with a focus on gold. Ultimately, the goal is to continue to increase its portfolio of mineral assets through acquisitions that are expected to be comprised of gold, silver, copper, lead, zinc and nickel.
ABOUT BRIONOR RESOURCES INC.
Brionor is a junior mining exploration company with a portfolio of exploration projects in Québec.
ON BEHALF OF THE BOARD OF FIRST MINING FINANCE CORP.
ON BEHALF OF THE BOARD OF BRIONOR RESOURCES INC.
President & CEO
Cautionary Note Regarding Forward-Looking Statements
This press 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. All statements, other than statements of historical fact, included herein, without limitation, statements relating the future operating or financial performance of the Company, are forward-looking statements.
Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements in this press release relate to, among other things: anticipated benefits of the Pitt Gold Acquisition to First Mining and Brionor and their respective shareholders; the timing and receipt of required shareholder, stock exchange and regulatory approvals for the Pitt Gold Acquisition and the Clifton Acquisition; the ability of First Mining and Brionor to satisfy the other conditions to, and to complete, the Pitt Gold Acquisition; the anticipated timing of the mailing of the information circular regarding the Pitt Gold Acquisition; and the closing of the Pitt Gold Acquisition and the Clifton Acquisition. Actual future results may differ materially. 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: satisfaction or waiver of all applicable conditions to closing of the Pitt Gold Acquisition including, without limitation, receipt of all necessary shareholder, stock exchange and regulatory approvals or consents and lack of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the Agreement; the synergies expected from the Pitt Gold Acquisition not being realized; business integration risks; fluctuations in general macro-economic conditions; fluctuations in securities markets and the market price of First Mining's shares; 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); 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, development and mining (including environmental hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins and flooding); inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities and indigenous populations; availability and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development, including the risks of obtaining necessary licenses, permits and approvals from government authorities; and title to properties. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Except as required by law, neither First Mining nor Brionor assumes any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.