First Mining to Acquire Tamaka Gold Corporation
May 16, 2016
VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 16, 2016) - First Mining Finance Corp. ("First Mining") (TSX VENTURE:FF)(OTCQB:FFMGF) is pleased to announce that it has entered into a definitive amalgamation agreement (the "Agreement") with Tamaka Gold Corporation ("Tamaka"), a privately held mineral exploration company which holds a 100% interest in the Goldlund gold exploration/development project located in northwestern Ontario. Pursuant to the Agreement, Tamaka will become a wholly owned subsidiary of First Mining and the holders of common shares of Tamaka will receive an aggregate of 92.5 million common shares of First Mining (the "Transaction"). The parties to the Transaction are at arm's length.
THE GOLDLUND GOLD PROJECT
The Goldlund property consists of 167 claims and three leases covering approximately 26,600 hectares in northwestern Ontario located approximately 60 km from the town of Dryden. The property has been extensively explored and hosted an underground and open pit mine between 1982 and 1985.
Tamaka commissioned a technical report relating to the Goldlund Gold Project by WSP Canada Inc. dated May 2016 and entitled "Technical Report and Resource Estimation Update on the Goldlund Project". This technical report has not been publicly filed and was not approved by First Mining. The report was reviewed by the management of First Mining and its Qualified Persons, particularly with respect to the assumptions and the risks regarding those assumptions used in the resource estimates. First Mining relied on this report only as a general guide in making its decision to acquire Tamaka and (indirectly) the Goldlund Project. First Mining's Qualified Persons have not done sufficient work to classify the resource estimates in this report as current mineral resources or mineral reserves. Accordingly, First Mining regards these estimates as historical estimates and is not relying on them as current resource estimates. First Mining recommends caution when relying on any of the historical resource estimates relating to the Goldlund Gold Project.
The technical report included the following resource estimate:
|WSP May 2016 Estimate|
|Classification||Mtonnes||Au g/t||Koz Au|
|Measured plus Indicated:||19.1||1.94||1,194|
The resource was calculated as a pit shell analysis based on a database of 1,604 drill holes, 246 underground wall sampling cuts and 224 trench sampling cuts. The calculation used a base case of US$1,200/oz. gold price and a cut-off grade of 0.4 g/t Au. The pit was estimated to a maximum depth of 200 metres with a 6.1:1 strip ratio.
It is the Company's intent to commission a new 43-101 compliant resource estimate and technical report following completion of the Transaction. Completion of a new resource estimate will require additional analysis of the previous assay results however it is not expected to require any additional exploration. A particular focus of First Mining will be to consider the prior treatment of assay intervals, grade capping and compositing strategies, together which, in the view of the Company, may result in an adjustment to the results from the May 2016 WSP study.
Chris Osterman, CEO, of First Mining, a Qualified Person for the purposes of National Instrument 43-101 has reviewed the reports on behalf of First Mining and has approved the scientific and technical content of this news release.
Keith Neumeyer, Chairman of First Mining, stated: "With the acquisition of Tamaka and its Goldlund property, First Mining continues to build its portfolio of attractive gold development properties in central Canada. The Goldlund project, along with our recently announced and nearby Cameron acquisition, places First Mining at a commanding position in the world renowned Kenora mining district of Ontario. We believe Goldlund possesses tremendous exploration upside, and has excellent existing infrastructure, including roads and power. Over the last twelve months, we have aggressively assembled a significant package of 28 projects, including Goldlund and Cameron, containing significant gold resources. Our track record of accumulating high quality gold assets is unparalleled in the global mining industry. Going forward, we will continue to look for other compelling opportunities, however after such an aggressive and successful campaign of acquisitions, we expect that our focus will start to evolve towards adding value to our current portfolio."
SUMMARY OF PROPOSED TRANSACTION
Under the terms of the Agreement, on closing the holders of common shares of Tamaka will receive an aggregate of 92.5 million common shares of First Mining. In addition, all outstanding stock options of Tamaka will become exercisable for First Mining common shares on the same exchange ratio as applied to the Tamaka common shares and will be governed by First Mining's Stock Option Plan. All outstanding warrants of Tamaka will also become exercisable for common shares of First Mining on the same exchange ratio as applied to the Tamaka common shares. Following the completion of the Transaction, the current shareholders of Tamaka will hold approximately 18.8% of the issued and outstanding shares of First Mining (assuming completion of the previously announced acquisition of the Cameron property by First Mining).
Each of the directors and officers of Tamaka together with certain other shareholders of Tamaka, who hold in the aggregate approximately 53.2% of the issued and outstanding Tamaka shares (assuming no exercise of existing Tamaka stock options or warrants) have entered into irrevocable lock-up and voting support agreements with First Mining and have agreed to vote in favor of the Transaction at a special meeting of Tamaka shareholders.
It is a condition to closing that certain shareholders who hold in the aggregate approximately 39.6% of the outstanding shares of Tamaka, will deposit the First Mining shares which they receive under the Transaction into escrow. Twenty percent of such shares will be released from escrow on the date one year following closing of the Transaction and an additional 20% will be released every six months thereafter, with the final tranche released on the date which is three years after closing.
The Transaction will require the approval of at least two-thirds of the votes cast by the shareholders of Tamaka, voting on such resolution at a special meeting expected to take place in late June 2016. The Transaction is also subject to the approval of the TSX Venture Exchange and the satisfaction of certain other closing conditions customary in transactions of this nature.
ADVISORS AND COUNSEL
McCullough O'Connor Irwin LLP is acting as legal counsel to First Mining.
Haywood Securities Inc. is acting as financial advisor and DLA Piper (Canada) LLP is acting as legal counsel to Tamaka.
In addition and unrelated to the Tamaka transaction, First Mining is pleased to announce that the TSX Venture Exchange has promoted First Mining from a Tier Two issuer to a Tier One issuer.
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 26 mineral assets (without Goldlund and Cameron) 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.
ON BEHALF OF THE BOARD OF FIRST MINING FINANCE CORP.
Keith Neumeyer, Chairman
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: the pro rata shareholdings of the current shareholders of Tamaka in First Mining; the timing and receipt of required shareholder, stock exchange and regulatory approvals for the Transaction; the ability of First Mining and Tamaka to satisfy the other conditions to, and to complete, the Transaction; the anticipated date of the Tamaka shareholder meeting; the closing of the Transaction; and First Mining's future plans for the Goldlund property and its portfolio in general. 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 Transaction including, without limitation, receipt of all necessary securityholder, 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 Transaction 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, First Mining does not assume 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.