0001654954-26-004755.txt : 20260513 0001654954-26-004755.hdr.sgml : 20260513 20260512185219 ACCESSION NUMBER: 0001654954-26-004755 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20260507 FILED AS OF DATE: 20260513 DATE AS OF CHANGE: 20260512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Mining Gold Corp. CENTRAL INDEX KEY: 0001641229 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] ORGANIZATION NAME: 01 Energy & Transportation EIN: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55607 FILM NUMBER: 26970303 BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: SUITE 2070 - 1188 WEST GEORGIA ST. CITY: VANCOUVER PROVINCE COUNTRY: A1 ZIP: V6E 4A2 BUSINESS PHONE: (604) 306-8827 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: SUITE 2070 - 1188 WEST GEORGIA ST. CITY: VANCOUVER PROVINCE COUNTRY: A1 ZIP: V6E 4A2 FORMER COMPANY: FORMER CONFORMED NAME: First Mining Finance Corp. DATE OF NAME CHANGE: 20150504 6-K 1 firstmining_6k.htm FORM 6-K firstmining_6k.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

 

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATEISSUER PURSUANT TO RULE13a-16 OR 15d-16 UNDER THESECURITIES EXCHANGEACT OF 1934

 

For the month of May 2026

 

Commission File Number: 000-55607

 

First Mining Gold Corp.

(Translation of registrant’s name into English)

 

Suite 2070, 1188 West Georgia Street, Vancouver, B.C., V6E4A2

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☐ Form 40-F ☒

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

 

 

 

 

DOCUMENTS FILED AS PART OF THIS FORM 6-K

 

Exhibits

 

Description

 

 

99.1

 

Condensed Interim Consolidated Financial Statements for the three months ended March 31, 2026 and 2025

99.2

 

Management s Discussion & Analysis for the three months ended March 31, 2026 and 2025

99.3

 

CEO Certification of Interim Filings

99.4

 

CFO Certification of Interim Filings

 

 

2

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

First Mining Gold Corp.

(Registrant)

       
Date: May 12, 2026  By: /s/ Lisa Peterson

 

 

Lisa Peterson  
   

Chief Financial Officer

 
       

 

 

 

3

 

EX-99.1 2 firstmining_ex991.htm CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS firstmining_ex991.htm

EXHIBIT 99.1

 

 

First Mining Gold Corp.

 

Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2026 and 2025

(Presented in thousands of Canadian dollars unless otherwise noted)

(Unaudited)

 

 

 

 

FIRST MINING GOLD CORP.                   

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS AT MARCH 31, 2026 AND DECEMBER 31, 2025

(Unaudited - Presented in thousands of Canadian dollars unless otherwise noted)  

 

 

 

 

 

 

 

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current

 

 

 

 

 

 

Cash and cash equivalents

 

$ 41,856

 

 

$ 43,346

 

Assets held for sale

 

 

-

 

 

 

27,060

 

Marketable securities (Note 3)

 

 

2,952

 

 

 

2,006

 

Prepaid expenses, accounts and other receivables (Note 4)

 

 

1,646

 

 

 

1,461

 

Total current assets

 

 

46,454

 

 

 

73,873

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

Mineral properties (Note 5)

 

 

265,991

 

 

 

251,497

 

Investment in Seva Mining Corp. (Note 6)

 

 

24,806

 

 

 

-

 

Investment in PC Gold Inc. (Note 7)

 

 

21,523

 

 

 

21,524

 

Property and equipment

 

 

1,679

 

 

 

1,694

 

Deferred consideration receivable (Note 6(b))

 

 

1,720

 

 

 

-

 

Other assets

 

 

185

 

 

 

204

 

Total non-current assets

 

 

315,904

 

 

 

274,919

 

TOTAL ASSETS

 

$ 362,358

 

 

$ 348,792

 

 

 

 

 

 

 

 

 

 

LLIABILITIES

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities (Note 9)

 

$ 12,702

 

 

$ 13,802

 

Liabilities directly associated with assets held for sale

 

 

-

 

 

 

373

 

Current portion of lease liability

 

 

81

 

 

 

78

 

Flow-through share premium liability (Note 10)

 

 

1,196

 

 

 

1,280

 

Provision for environmental remediation (Note 5(b))

 

 

2,806

 

 

 

2,806

 

Option - PC Gold (Note 7)

 

 

4,692

 

 

 

4,692

 

Current portion of other liabilities

 

 

-

 

 

 

200

 

Total current liabilities

 

 

21,477

 

 

 

23,231

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

Lease liability

 

 

76

 

 

 

97

 

Pickle Crow reclamation liability (Note 7)

 

 

151

 

 

 

151

 

Silver Stream derivative liability (Note 8)

 

 

120,131

 

 

 

107,260

 

Total non-current liabilities

 

 

120,358

 

 

 

107,508

 

TOTAL LIABILITIES     

 

$ 141,835

 

 

$ 130,739

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Share capital (Note 11)

 

 

432,330

 

 

 

418,169

 

Warrant and share-based payment reserve (Note 11)

 

 

61,112

 

 

 

62,866

 

Accumulated other comprehensive loss

 

 

(3,222)

 

 

(4,168)

Accumulated deficit

 

 

(269,697)

 

 

(258,814)

Total shareholders’ equity

 

 

220,523

 

 

 

218,053

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$ 362,358

 

 

$ 348,792

 

Nature of Operations (Note 1)

 

 

 

 

 

 

 

 

Subsequent Events (Note 16)

 

 

 

 

 

 

 

 

 

The consolidated financial statements were approved by the Board of Directors:

 

Signed: “Keith Neumeyer”, Director

Signed: “Raymond Polman”, Director

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

 
2

 

 

FIRST MINING GOLD CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited - Presented in thousands of Canadian dollars unless otherwise noted)

  

 

 

Three months ended

March 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

OPERATING EXPENSES (Note 12)

 

 

 

 

 

 

General and administration

 

$ (1,657)

 

$ (1,128)

Exploration and evaluation

 

 

(252)

 

 

(210)

Investor relations and marketing communications

 

 

(488)

 

 

(422)

Corporate development and due diligence

 

 

(272)

 

 

(236)

Loss from operational activities

 

 

(2,669)

 

 

(1,996)

 

 

 

 

 

 

 

 

 

OTHER ITEMS

 

 

 

 

 

 

 

 

Interest and other income

 

 

282

 

 

30

Marketable securities fair value gain

 

 

-

 

 

 

33

Foreign exchange gain

 

 

139

 

 

6

Other expenses

 

 

(487)

 

 

 

(25)

 

Fair value loss on Silver Stream liability (Note 8)

 

 

(12,871)

 

 

 

(17,246)

 

Gain on disposal of subsidiary (Note 6(c))

 

 

4,564

 

 

-

 

Loss before income taxes

 

$ (11,042)

 

$ (19,198)

Deferred income tax recovery

 

 

84

 

 

 

113

 

Equity loss and fair value adjustment of equity accounted investments (Note 6, 7)

 

 

(62)

 

 

(2)

Net loss for the year

 

$ (11,020)

 

$ (19,087)

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE LOSS

 

 

 

 

 

 

 

 

Items that will not be reclassified to net income/(loss):

 

 

 

 

 

 

 

 

Investments fair value gain / (loss)

 

 

946

 

 

 

(68)

Other comprehensive income/(loss)

 

 

946

 

 

 

(68)

 

 

 

 

 

 

 

 

 

Net loss and other comprehensive loss for the year

 

$ (10,074)

 

$ (19,155)

Loss per share

 

 

 

 

 

 

 

 

Basic and diluted

 

$ (0.01)

 

$ (0.02)

Weighted average number of shares outstanding

 

 

 

 

 

 

 

 

Basic

 

 

1,367,866,903

 

 

 

1,080,236,818

 

Diluted

 

 

1,356,668,973

 

 

 

1,080,872,358

 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

 
3

 

 

FIRST MINING GOLD CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited - Presented in thousands of Canadian dollars unless otherwise noted)

 

 

 

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss for the period

 

$ (11,020)

 

$ (19,087)

Adjustments for non-cash items:

 

 

 

 

 

 

 

 

Share-based payments (Note 11(d))

 

 

798

 

 

 

541

 

Depreciation

 

 

107

 

 

 

116

 

Gain on sale of asset

 

 

-

 

 

 

(33)

Fair value adjustment on performance share units

 

 

-

 

 

 

(106)

Fair value loss on Silver Stream derivative liability (Note 8)

 

 

12,871

 

 

 

17,246

 

Accrued interest receivable

 

 

(2)

 

 

(1)

Intercompany loan forgiveness

 

 

204

 

 

 

-

 

Other expenses/(income)

 

 

318

 

 

 

(84)

Unrealized foreign exchange (gain)/loss

 

 

(135)

 

 

84

 

Deferred income tax recovery

 

 

(84)

 

 

(113)

Equity and dilution loss on equity accounted investments

 

 

62

 

 

 

2

 

Gain on disposal of subsidiary (Note 6(c))

 

 

(4,564)

 

 

-

 

Operating cash flows before movements in working capital

 

 

(1,445)

 

 

(1,435)

Changes in non-cash working capital items:

 

 

 

 

 

 

 

 

(Increase)/Decrease in accounts and other receivables

 

 

(10)

 

 

339

 

(Increase)/Decrease in prepaid expenditures

 

 

(200)

 

 

89

 

(Decrease)/Increase in accounts payables and accrued liabilities

 

 

(1,153)

 

 

(810)

Total cash used in operating activities

 

$ (2,808)

 

$ (1,817)

Cash flows from investing activities

 

 

 

 

 

 

 

 

Mineral property expenditures (Note 5)

 

 

(8,451)

 

 

(7,107)

Proceeds from sale of investments

 

 

-

 

 

 

723

 

Proceeds from sale of Cameron Gold (Note 6)

 

 

5,000

 

 

 

-

 

Property and equipment purchases

 

 

(72)

 

 

(5)

Cash expended in acquisitions

 

 

(1,721)

 

 

(100)

Total cash used by investing activities

 

$ (5,244)

 

$ (6,489)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Share issuance cost

 

 

(121)

 

 

-

 

Proceeds from exercise of options and warrants

 

 

6,570

 

 

 

-

 

Repayment of lease liability

 

 

(19)

 

 

(9)

Finance costs paid for lease liability

 

 

(4)

 

 

(5)

Cash received from Silver Stream

 

 

-

 

 

 

7,155

 

Total cash provided by financing activities

 

$ 6,426

 

 

$ 7,141

 

Foreign exchange effect on cash

 

 

136

 

 

 

(84)

Change in cash and cash equivalents

 

 

(1,490)

 

 

(1,249)

Cash and cash equivalents, beginning

 

 

43,346

 

 

 

11,351

 

Cash and cash equivalents, ending

 

$ 41,856

 

 

$ 10,102

 

Cash

 

 

41,687

 

 

 

9,933

 

Term deposits

 

 

169

 

 

 

169

 

Cash and cash equivalents, ending

 

$ 41,856

 

 

$ 10,102

 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

 
4

 

 

FIRST MINING GOLD CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Presented in thousands of Canadian dollars, except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of common shares

 

 

Share

capital

 

 

Warrant

reserve

 

 

Share-based payment reserve

 

 

Accumulated other comprehensive income (loss)

 

 

Accumulated

deficit

 

 

Total

 

Balance as at December 31, 2024

 

 

1,079,863,747

 

 

$ 373,630

 

 

$ 28,099

 

 

$ 29,014

 

 

$ (5,406)

 

$ (180,895)

 

$ 244,442

 

Silver Stream warrant revaluation

 

 

-

 

 

 

-

 

 

 

1,287

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,287

 

PSU assessment for 2022 grant

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(180)

 

 

-

 

 

 

-

 

 

 

(180)

Settlement of restricted share units

 

 

1,078,130

 

 

 

115

 

 

 

-

 

 

 

(115)

 

 

 

-

 

 

 

 

 

 

 

Share-based payments

 

 

-

 

 

 

-

 

 

 

-

 

 

 

827

 

 

 

-

 

 

 

-

 

 

 

827

 

Loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(19,087)

 

 

(19,087)

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(68)

 

 

-

 

 

 

(68)

Balance as at March 31, 2025

 

 

1,080,941,877

 

 

$ 373,745

 

 

$ 29,386

 

 

$ 29,546

 

 

$ (5,474)

 

$

(199,982)

 

$ 227,221

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as at December 31, 2025

 

 

1,343,755,162

 

 

$ 418,169

 

 

$ 31,694

 

 

$ 31,172

 

 

$ (4,168)

 

$

(258,814)

 

$ 218,053

 

Financing issuance Cost

 

 

-

 

 

 

(121)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(121)

Exercise of options (Note 11(d))

 

 

6,410,000

 

 

 

3,527

 

 

 

-

 

 

 

(1,276)

 

 

-

 

 

 

-

 

 

 

2,251

 

Exercise of warrants (Note 11(c))

 

 

20,291,020

 

 

 

4,940

 

 

 

(621)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,319

 

Shares issued on acquisition of mineral properties (Note 5(a))

 

 

7,017,000

 

 

 

4,651

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,651

 

Common share obligation

 

 

3,535,906

 

 

 

666

 

 

 

-

 

 

 

(666)

 

 

-

 

 

 

-

 

 

 

-

 

Settlement of restricted share units (Note 11(e))

 

 

1,965,050

 

 

 

210

 

 

 

-

 

 

 

(210)

 

 

-

 

 

 

-

 

 

 

-

 

Settlement of performance share units (Note 11(f))

 

 

1,000,000

 

 

 

221

 

 

 

-

 

 

 

(221)

 

 

-

 

 

 

-

 

 

 

-

 

Sunset Clause cancellation

 

 

(426,614)

 

 

(137)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

137

 

 

 

-

 

Intercompany loan forgiveness

 

 

-

 

 

 

204

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

204

 

Share-based payments (Note 11(d))

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,240

 

 

 

-

 

 

 

-

 

 

 

1,240

 

Loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(11,020)

 

 

(11,020)

Other comprehensive income/(loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

946

 

 

 

-

 

 

 

946

 

Balance as at March 31, 2026

 

 

1,383,547,524

 

 

$ 432,330

 

 

$ 31,073

 

 

$ 30,039

 

 

$ (3,222)

 

$ (269,697)

 

$ 220,523

 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

 
5

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

1. NATURE OF OPERATIONS

 

First Mining Gold Corp. (the “Company” or “First Mining”) is a public company which is listed on the Toronto Stock Exchange (the “TSX”) under the symbol “FF”, on the “OTCQX” under the symbol “FFMGF”, and on the Frankfurt Stock Exchange under the symbol “FMG”. The Company’s head office and principal address is Suite 2070 – 1188 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4A2.

 

First Mining was incorporated on April 4, 2005 and changed its name to First Mining Gold Corp. in January 2018.

 

First Mining is advancing a portfolio of gold projects in Canada, with the most advanced projects being the Springpole Gold Project in northwestern Ontario and the Duparquet Gold Project in the Abitibi region of Québec. In addition, the Company holds a 20% interest in PC Gold Inc., the legal entity which holds the Pickle Crow gold project which is being advanced by Bellavista Resources Limited (“Bellavista”) formerly owned by FireFly Metals Ltd. (“FireFly Metals”), and a 47.83% interest in Seva Mining Corp. (“Seva Mining”), the Company which is advancing the Cameron Gold Project.

 

The Company’s unaudited condensed interim consolidated financial statements (“financial statements”) have been prepared on a going concern basis, which contemplates that the Company will be able to continue its operations for at least twelve months from March 31, 2026 and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has not generated revenue from operations to date and may require additional financing or outside participation to undertake further advanced exploration of its mineral properties.

 

2. BASIS OF PRESENTATION

 

These financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS® Accounting Standards”) applicable to the preparation of interim financial statements under International Accounting Standard 34 Interim Financial Reporting. These financial statements do not include all disclosures required for annual financial statements. Accordingly, they should be read in conjunction with the Company’s audited financial statements for the years ended December 31, 2025 and 2024.

 

The financial statements are presented in thousands of Canadian dollars, unless otherwise noted, and tabular amounts are presented in thousands of Canadian dollars. These consolidated annual financial statements include the accounts of the Company and its subsidiaries. The functional currency of the Company and its subsidiaries is the Canadian dollar. In preparing the Company’s financial statements for the three months ended March 31, 2026, the Company used the consistent accounting policies, except as described below, methods of computation and accounting policy judgments and estimates as in the annual consolidated financial statements for the year ended December 31, 2025. Additionally, the areas of estimation uncertainty remain unchanged from those disclosed in the annual consolidated financial statements.

 

The Company adopted the Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) effective January 1, 2026. Following assessment, the optional exception for derecognition of financial liabilities settled via electronic payment systems (where criteria are met) has been incorporated into the Company's ongoing accounting policies, with no material impact on the condensed interim financial statements.

 

 
6

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

Certain new accounting standards and interpretations have been published that are either applicable in the current year or not mandatory for the current period. We have assessed these standards and determined they do not have a material impact on the Company in the current reporting period. In addition, the following standards have been issued by the International Accounting Standards Board (“IASB”) and we are currently assessing the impact on our consolidated financial statements.

 

·

IFRS 18 Presentation and Disclosure in Financial Statements with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2027.

 

a) Investment in associates

 

An associate is an entity over which the Company has significant influence. The Company has significant influence over an entity when it has the power to participate in the financial and operating policy decisions of the associate but does not have control or joint control.

 

The Company’s investment in the common shares of Seva Mining (Note 6) is accounted for as an investment in an associate using the equity method under IAS 28.  

 

Under the equity method, the Company’s investment in the common shares of the associate is initially recognized at cost and subsequently increased or decreased to recognize the Company’s share of net income and losses of the associate, after any adjustments necessary to give effect to uniform accounting policies, any other movement in the associate’s reserves, and for impairment losses after the initial recognition date. The Company’s share of income and losses of the associate is recognized in net income during the period.

 

Dividends and repayment of capital received from an associate are accounted for as a reduction in the carrying amount of the Company’s investment.

 

At the end of each reporting period, the Company assesses whether there is any objective evidence that an investment in an associate is impaired. Objective evidence includes observable data indicating there is a measurable decrease in the estimated future cash flows of the investee’s operations. When there is objective evidence that an investment is impaired, the carrying amount of such investment is compared to its recoverable amount, being the higher of its fair value less costs of disposal and value-in-use. If the recoverable amount of an investment is less than its carrying amount, the carrying amount is reduced to its recoverable amount and an impairment loss, being the excess of carrying amount over the recoverable amount, is recognized in the period in which the relevant circumstances are identified.

 

b) Accounting policy judgments and estimation uncertainty

 

The Company’s management makes judgments in applying the Company’s accounting policies in the preparation of its unaudited condensed interim consolidated financial statements. In addition, the preparation of these financial statements requires management to make estimates that affect the carrying amounts of the Company’s assets and liabilities at the end of the reporting period, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered relevant under the circumstances. Revisions to estimates and the resulting impacts on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively. During the three months ended March 31, 2026, management applied significant judgment and estimation uncertainty in accounting for the disposition of Cameron Gold Operations Ltd. (“Cameron Gold”) and the initial recognition of the Company’s retained interest in Seva Mining.

 

 
7

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

Loss of control on Cameron Gold Transaction

 

Management applied judgment in determining that the Company lost control of Cameron Gold on March 10, 2026 and therefore derecognized the subsidiary. In assessing whether control existed, management considered the Company’s ability to direct the relevant activities, and the rights and obligations arising from the transaction and related agreements. Following completion of the transaction, management concluded that the Company retained significant influence, but no control, over Seva Mining, based on its ownership interest, board representation and governance rights, and therefore accounted for the retained interest as an investment in associate using the equity method under IAS 28.

 

Fair value of Seva Mining share consideration

 

The Company applied judgment in estimating the fair value of the Seva Mining share consideration, as described in Note 6b. The fair value of the shares at initial recognition was determined using the quoted price of Seva Mining common shares based on a 10-day volume-weighted average price (“VWAP”) from the first trading day on March 18 to March 31, 2026. A blended discount for lack of marketability (“DLOM”) was applied to reflect reduced liquidity arising from the applicable transfer restrictions in the Amalgamation and Investors Rights Agreement. Because the valuation required the use of assumptions and estimation inputs, the fair value measurement is subject to estimation uncertainty.

 

Deferred Consideration Receivable – Stockpile Agreement

 

As part of the consideration received on the sale of Cameron Gold, the Company is entitled to quarterly participation payments under a stockpile agreement (“Stockpile Agreement”), subject to a minimum aggregate payment of $2.0 million. Management applied judgment in determining the fair value of this receivable at initial recognition. The Company recognized only the fair value of the $2.0 million minimum payment amount, as management concluded that the amount and timing of any variable participation payments in excess of the minimum amount could not be reasonably estimated at the transaction date due to uncertainties relating to processing results, recoveries, commodity prices, deductions and timing of realization.

 

The accounts of material subsidiaries are prepared for the same reporting period as the parent company. All subsidiaries apply consistent accounting policies. Inter-company transactions, balances and unrealized gains or losses on transactions are eliminated. The following table highlights the Company’s material subsidiaries with their projects:

 

Name of the subsidiary

Ownership  Percentage

Project

Location

Gold Canyon Resources Inc.

100%

Springpole Gold Project (“Springpole”)

Birch-Uchi Projects (“Birch-uchi”)

Northwestern Ontario, Canada

Duparquet Gold Mines Inc.

100%

Duparquet Gold Project (“Duparquet”)

Central Duparquet (“Duparquet”)

Duquesne Gold Project (“Duquesne”)

Pitt Gold Project (“Pitt”)

Québec, Canada

 

These financial statements were approved by the Board of Directors on May 12, 2026.

 

 
8

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

3. MARKETABLE  SECURITIES

 

The Company’s marketable securities are classified as FVTOCI and are carried at fair value. The movements in marketable securities during the three months ended March 31, 2026 and year ended December 31, 2025 are summarized as follows:

 

 

 

Total Marketable Securities

(FVTOCI)

 

Balance as at December 31, 2024

 

$ 2,388

 

Additions

 

 

1,120

 

Disposals

 

 

(2,743)

Gain on marketable securities

 

 

3

 

Gain recorded in other comprehensive income

 

 

1,238

 

Balance as at December 31, 2025

 

$ 2,006

 

Gain recorded in other comprehensive loss

 

 

946

 

Balance as at March 31, 2026

 

$ 2,952

 

 

The Company owns securities of publicly traded companies. The investments where the Company does not have significant influence are classified as marketable securities which are designated as FVTOCI.

 

4. PREPAID EXPENSES AND OTHER RECEIVABLES

 

 

 

 

 

 

 

 

 

March 31,

2026

 

 

December 31,

2025

 

GST and HST receivables

 

$ 618

 

 

$ 680

 

Other receivables

 

 

82

 

 

 

7

 

Prepaid expenses

 

 

946

 

 

 

774

 

 

 

$ 1,646

 

 

$ 1,461

 

 

 
9

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

5. MINERAL PROPERTIES

 

As at March 31, 2026 and December 31, 2025, the Company had the following mineral properties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Springpole

(Note 5(a))

 

 

Birch-Uchi

 

 

Duparquet

(Note 5(b))

 

 

Cameron

(Note 6)

 

 

Hope

Brook

 

 

Total

 

Balance as at December 31, 2025

 

$ 172,038

 

 

$ 11,447

 

 

$ 68,012

 

 

$ -

 

 

$ -

 

 

$ 251,497

 

Acquisition

 

 

6,010

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,010

 

Concessions, taxes, and royalties

 

 

48

 

 

 

-

 

 

 

51

 

 

 

8

 

 

 

-

 

 

 

107

 

Salaries and share-based payments

 

 

1,707

 

 

 

6

 

 

 

277

 

 

 

-

 

 

 

-

 

 

 

1,990

 

Drilling, exploration, and technical consulting

 

 

3,307

 

 

 

-

 

 

 

86

 

 

 

1

 

 

 

-

 

 

 

3,394

 

Environmental, assaying, and field supplies

 

 

2,039

 

 

 

27

 

 

 

65

 

 

 

-

 

 

 

-

 

 

 

2,131

 

Travel and other expenses

 

 

857

 

 

 

-

 

 

 

14

 

 

 

-

 

 

 

-

 

 

 

871

 

Total Expenditures

 

$ 13,968

 

 

$ 33

 

 

$ 493

 

 

$ 9

 

 

$ -

 

 

$ 14,503

 

Assets held for sale

 

 

-

 

 

 

-

 

 

 

-

 

 

 

27,016

 

 

 

-

 

 

 

27,016

 

Disposal of properties

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(27,025)

 

 

-

 

 

 

(27,025)

Balance as at March 31, 2026

 

$ 186,006

 

 

$ 11,480

 

 

$ 68,505

 

 

$ -

 

 

$ -

 

 

$ 265,991

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Springpole

(Note 5(a))

 

 

Birch-Uchi

 

 

Duparquet

(Note 5(b))

 

 

Cameron

(Note 6)

 

 

Hope

Brook

 

 

Total

 

Balance as at December 31, 2024

 

$ 154,237

 

 

$ 10,446

 

 

$ 55,212

 

 

$ 33,066

 

 

$ 3,098

 

 

$ 256,059

 

Acquisition

 

 

5

 

 

 

273

 

 

 

5,005

 

 

 

-

 

 

 

-

 

 

 

5,283

 

Concessions, taxes, and royalties

 

 

811

 

 

 

-

 

 

 

115

 

 

 

22

 

 

 

4

 

 

 

952

 

Salaries and share-based payments

 

 

3,322

 

 

 

255

 

 

 

1,622

 

 

 

148

 

 

 

-

 

 

 

5,347

 

Drilling, exploration, and technical consulting

 

 

1,695

 

 

 

348

 

 

 

2,210

 

 

 

23

 

 

 

-

 

 

 

4,276

 

Environmental, assaying, and field supplies

 

 

10,127

 

 

 

74

 

 

 

1,550

 

 

 

178

 

 

 

-

 

 

 

11,929

 

Travel and other expenses

 

 

1,840

 

 

 

51

 

 

 

162

 

 

 

5

 

 

 

-

 

 

 

2,058

 

Total Expenditures

 

$ 17,801

 

 

$ 1,001

 

 

$ 10,664

 

 

$ 376

 

 

$ 4

 

 

$ 29,846

 

Environmental remediation

 

 

-

 

 

 

-

 

 

 

2,136

 

 

 

-

 

 

 

-

 

 

 

2,136

 

Assets held for sale

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(27,016)

 

 

-

 

 

 

(27,016)

Impairment of assets held for sale

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,426)

 

 

-

 

 

 

(6,426)

Disposal of properties

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,102)

 

 

(3,102)

Balance as at December 31, 2025

 

$ 172,038

 

 

$ 11,447

 

 

$ 68,012

 

 

$ -

 

 

$ -

 

 

$ 251,497

 

 

 

 
10

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

5. MINERAL PROPERTIES (continued)

 

The Company has various underlying agreements and commitments with respect to its mineral properties, which define annual or future payments in connection with maintenance of property interests, the most significant of which is discussed below.

 

a) Springpole Project

 

During the three months ended March 31, 2026, the Company completed an amendment to a royalty agreement related to the Springpole Project with a private holder. In connection with the amendment, the Company issued 6,017,000 common shares and made a cash payment of $1.4 million. The total consideration was capitalized to mineral property acquisition costs.

 

b) Duparquet Project

 

As at March 31, 2026, the Company’s provision for environmental remediation activities is $2,806,000 (year ended December 31, 2025 - $2,806,000). The environmental remediation includes site preparation, construction of a storage area, construction of an access road, excavation and transportation of mining material, and site restoration and rehabilitation of the historical storage area. The Company has received permit approval in 2025 from the Ministry of Environment, the Fight Against Climate Change, Wildlife and Parks (“MELCCFP”). Phase 1 of the remediation project, which primarily involved construction of the new storage area, was completed in November 2025. Phase 2 of the environmental remediation cost is based on the current scope of work and management’s best estimate of the remaining costs required to complete the remediation activities. The final environmental remediation cost may vary depending on additional feedback received from MELCCFP and the execution of the work.

 

6. INVESTMENT IN SEVA MINING CORP.

 

a) Seva Mining Purchase Agreement Overview

 

On March 10, 2026, the Company completed the sale of its previously owned subsidiary, Cameron Gold, which owns the Cameron Gold Project to Seva Mining under an amalgamation agreement pursuant to which the Company received (i) $5.0 million in cash; (ii) 80.0 million common shares of Seva Mining; and (iii) a future cash payment of at least $2.0 million to be received upon the processing of a stockpile at the Cameron Gold Project pursuant to the Stockpile Agreement. The transaction was previously announced as having a total estimated consideration of approximately $27.0 million. The final consideration amount was measured at fair value upon closing of the transaction on March 10, 2026 as described below.

 

b) Recognition of Consideration Received

 

The components of the consideration received in connection with the sale of Cameron Gold comprised the following:

 

 

 

 

Transaction Consideration

 

 

 

Cash

 

$ 5,000

 

Seva Mining shares

 

 

24,867

 

Deferred consideration related to Stockpile Agreement

 

 

1,720

 

Total

 

$ 31,587

 

 

 
11

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

Share Consideration

 

The Company accounts for its investment in Seva Mining using the equity method under IAS 28. The fair value of the Seva shares at closing of $24,867,000 was determined using the quoted price of Seva Mining common shares on the 10-day VWAP from start of the first trading day on March 18 to March 31, 2026. The Company was unable to use the quoted price on March 10, 2026 as the shares of Seva was not actively traded at that date. A blended DLOM was applied to account for the reduced liquidity to reflect the applicable transfer restrictions in accordance with the Amalgamation and Investors Rights Agreement between First Mining and Seva Mining.

 

Deferred Consideration Receivable - Stockpile Agreement

 

As part of the consideration received for the disposition of Cameron Gold, the Company is entitled to a future payment related to the processing and sale of ore stockpiles under the Stockpile Agreement. The stockpile receivable has been recognized as a financial asset and measured at fair value at initial recognition under IFRS 9 at the transaction date. Subsequent measurement will be measured at FVTPL.

 

The fair value of the future payment of the ore stockpile was $1,720,000. The fair value was determined using a discounted cash flow model based on expected future cash flows from the processing and sale of the stockpile, incorporating assumptions, including: (i) the expected timing of funds received; and (ii) a risk-adjusted discount rate. The measurement is classified as Level 3 in the fair value hierarchy because it incorporates significant unobservable inputs. Changes in these assumptions could have a material impact on the estimated fair value.

 

c) Disposal reconciliation

 

The carrying amount of Cameron Gold at March 10, 2026 was $27,023,000 and was held for sale. Upon closing, the Cameron Gold assets held for sale were derecognized and the gain on disposal was determined by comparing its carrying amount with the fair value of the consideration received.

 

 

 

 

Disposal of Cameron Gold

 

 

 

Fair value of consideration received on March 10, 2026

 

$ 31,587

 

Less: Carrying amount of disposal group at December 31, 2025

 

 

26,687

 

          Mineral property expenditures from Jan 1 to Mar 10, 2026

 

 

9

 

          Net asset change from Jan 1 to Mar 10, 2026

 

 

327

 

          Carrying amount of Cameron disposal group at March 10, 2026

 

$ (27,023)

Gain on Disposal of Cameron / loss of control

 

 

4,564

 

Less: Transaction costs of disposal

 

 

(402)

Fair value less costs to sell

 

$ 4,162

 

 

d) Equity Accounting Method for Investment in Seva

 

In accounting for the disposition of Cameron Gold and the resulting investment in Seva Mining, management applied judgment in determining that the Company lost control of Cameron Gold on March 10, 2026 and therefore derecognized the subsidiary in accordance with IFRS 10. Following the transaction, the Company retained approximately 47.85% ownership in Seva and after evaluating of governance rights, board representation and ability to participate in Seva’s policy decisions, management concluded that it has significant influence over Seva.  Accordingly, the retained interest was classified as an investment in associate and is accounted for using the equity method from the acquisition date.

 

 
12

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

Upon closing of the transaction, First Mining held 47.85% of Seva common shares (on an undiluted basis). The Company has concluded it has significant influence over Seva and accounts for its investment using the equity method from the acquisition date.

 

 

 

 

 

Investment in Seva Mining

 

Balance, December 31, 2025

 

$ -

 

Initial Recognition on March 10, 2026

 

 

24,867

 

Equity profit/(loss) – March 11 to March 31, 2026

 

 

(61)

Balance, March 31, 2026

 

$ 24,806

 

 

f) Seva Mining Summarized Statement of Financial Position

 

The assets and liabilities of Seva are summarized in the following table and the March 31, 2026 numbers are taken from Seva’s audited statements as at December 31, 2025, adjusted for the estimated equity pick-up for the period.

 

g) Reconciliation of Investment Carrying Amount

 

 

 

 

 

Net assets Seva (100%)

 

$ 36,029

 

First Mining’s share of net assets (47.83%)

 

 

17,233

 

Incremental fair value

 

 

7,634

 

Equity loss (March 11, 2026 to March 31, 2026)

 

 

(61)

Carrying value

 

$ 24,806

 

 

7. INVESTMENT IN PC GOLD INC.

 

As at March 31, 2026, the Company owns a 30% interest in PC Gold Inc. and maintains significant influence, which requires the investment to be accounted for using equity accounting. As at March 31, 2026 the investment in PC Gold Inc. was $21,523,000 (December 31, 2025 - $21,524,000). The subsequent equity accounting for PC Gold is based on audited results that are publicly available information for the year ended June 30, 2025, and on the unaudited financial information for the six-month period ended December 31, 2025.

 

As at March 31, 2026, the Company has recorded an option liability of $4,692,000 (December 31, 2025 - $4,692,000), which represents the additional net dilution that would result from FireFly Metals completing its additional 10% equity interest in PC Gold Inc. Following receipt of $3,000,000 under this option, First Mining’s ownership would reduce to 20%. The FireFly Metals Earn-In Agreement requires First Mining to contribute its prorata share of environmental reclamation funding, which was 30% as at March 31, 2026.

 

 
13

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

7. INVESTMENT IN PC GOLD INC. (continued) 

 

As at March 31, 2026, the Company has recorded a liability for reclamation funding of $151,000 (December 31, 2025 - $151,000), which is in line with FireFly Metals’ estimate of the environmental reclamation provision.

 

On February 9, 2026, Firefly Metals Ltd. (“Firefly”) announced the sale of its 70% interest in PC Gold Inc. (“PC Gold”) to Bellavista Resources Limited for 60 million shares as upfront consideration upon completion of the Acquisition, together with 50 million performance rights as contingent consideration (“Bellavista Transaction”). In connection with this transaction, Bellavista has indicated its intention to exercise the PC Gold buydown right to increase their ownership to 80% of the Project by paying $3.0 million in cash, subject to completion of the transaction. Management performed an impairment assessment at March 31, 2026, and concluded no impairment was required as the estimated recoverable amount exceeded the carrying value of $21.5 million.

 

The Bellavista Transaction closed on April 29, 2026 and Bellavista exercised the PC Gold buydown right to increase their ownership to 80% of the Project by paying $3 million in cash to the Company. The Company’s ownership interest in PC Gold after the transaction closed has been reduced from 30% to 20%.

 

8. SILVER STREAM DERIVATIVE LIABILITY

 

a) Silver Purchase Agreement Overview and Consideration Received

 

On June 10, 2020, the Company entered into a silver purchase agreement (the “Silver Purchase Agreement”) with First Majestic Silver Corp. (“First Majestic”), closing on July 2, 2020. Under the agreement, First Majestic paid total consideration of US$22.5 million, and the Company issued common share purchase warrants, for the right to purchase 50% of payable silver produced from the Springpole Gold Project over the life of mine (the “Silver Stream”). The Company has received the total consideration in full, and all common share purchase warrants issued to First Majestic under the Silver Purchase Agreement have been exercised. Refer to the Company’s audited annual financial statements for the year ended December 31, 2025 for full details.

 

The Company retains the option to repurchase 50% of the Silver Stream for US$22.5 million (approximately $31.4 million as at March 31, 2026) at any time prior to commencement of production at the Springpole Gold Project. A Monte Carlo simulation was used to evaluate the buy-back option under the Silver Stream Agreement.

 

The Silver Stream has an initial term of 40-year term from July 2, 2020, with automatic 10-year extensions for the life of mine. If, upon expiry, the advance payment has not been fully credited through silver deliveries, the uncredited balance is refundable to First Majestic without interest. Silver may be substituted with refined silver from other sources, excluding silver purchased on a commodity exchange.

 

 
14

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

8. SILVER STREAM DERIVATIVE LIABILITY (continued)

  

b) Silver Stream Derivative Liability Fair Value

 

The Company has determined that the Silver Stream is a standalone derivative measured at FVTPL. The estimated fair value of the Silver Stream derivative liability is determined using a discounted cash flow model which incorporates a Monte Carlo simulation, with the following key input assumptions: 1) Observable assumptions including implied volatility of COMEX silver, COMEX silver future curve, silver spot price, USD risk-free rate, USD/CAD foreign exchange rates, and share price of the Company, and 2) Unobservable assumptions including the timing of commencement of production (2030 based on the updated prefeasibility study), estimated annual silver production volumes (averaging 1.47 million payable ounces a year over the life of mine based on the updated prefeasibility study), the Company’s credit spread, and payable silver quantities.

 

The fair value of the Silver Stream derivative liability is classified within Level 3 of the fair value hierarchy because certain significant inputs are unobservable. The fair value is determined by a third party valuation expert using an independent Monte Carlo model reviewed quarterly by management. Unobservable inputs are updated based on recent comparable market data.

 

The estimated fair value is sensitive to changes in key assumptions, particularly silver spot prices, silver forward prices, foreign exchange rates, volatility assumptions, the Company’s credit spread and payable silver quantities, and a change in any of these assumptions could result in a material change in the estimated fair value. The table below summarizes the sensitivity of the fair value of the Silver Stream derivative liability to reasonably possible changes in key assumptions, with all other variables held constant.

 

 
15

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

8. SILVER STREAM DERIVATIVE LIABILITY (continued)

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

 

December 31,

 

 

 

Key valuation inputs

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Volatility of COMEX Silver

 

 

0.736

 

 

 

0.815

 

 

 

-10 %

Silver spot price

 

 

75.169

 

 

 

71.663

 

 

 

5 %

Silver price forward curve (weighted average)

 

 

89.736

 

 

 

84.559

 

 

 

6 %

 USD /CAD foreign exchange rate

 

 

1.394

 

 

 

1.371

 

 

 

2 %

 

The fair value of the Silver Stream derivative liability is valued using a Monte-Carlo simulation, with gains or losses recorded in the statement of net loss and comprehensive loss. As at March 31, 2026, the fair value of the Silver Stream derivative liability is US$86,184,000 ($120,131,000). The fair value of the Silver Stream derivative liability as at December 31, 2025 was US$78,258,000 ($107,260,000).

 

 

 

 

 

 

 

 

 

 

March 31,

2026

 

 

December 31,

2025

 

Balance, beginning of the period

 

$ (107,260)

 

$ (34,414)

Advanced payment received

 

 

-

 

 

 

(5,867)

Change in fair value

 

 

(12,871)

 

 

(66,979)

Balance, end of the period

 

$ (120,131)

 

$ (107,260)

 

The change in fair value of the Silver Stream derivative liability reflects the net impact of changes in key valuation inputs, including silver prices, forward curves, volatility and foreign exchange rates. During the period, the movement was primarily influenced by the increase in forward curve, spot prices and foreign exchange partially offset by volatility. The valuation is sensitive to changes in these assumptions, as illustrated in the sensitivity analysis above.

 

 
16

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

 

 

 

 

 

 

 

 

March 31,

2026

 

 

December 31,

2025

 

Accounts payable

 

$ 3,325

 

 

$ 3,662

 

Accrued liabilities

 

 

9,377

 

 

 

10,140

 

Total

 

$ 12,702

 

 

$ 13,802

 

 

During the year ended December 31, 2025, the Company recognized a liability of $5 million related to an obligation to the royalty holders of the Duquesne NSR. The amount reflects management’s current estimate of the consideration that may be required to settle or repurchase the royalty interest.  The Company continues to record this liability as of March 31, 2026, based on ongoing discussions with the royalty holders.

 

10. FLOW-THROUGH SHARE PREMIUM LIABILITY

 

The following is a continuity schedule of the liability portion of the Company’s flow-through share issuances:

 

 

 

 

 

 

 

 

 

 

 

 

June 14, 2024

 

 

August 5, 2025

 

 

Total

 

Balance, December 31, 2024

 

$ 977

 

 

$ -

 

 

$ 977

 

Liability incurred for flow-through share issued August 5,2025

 

 

-

 

 

 

1,745

 

 

 

1,745

 

Settlement of flow-through share premium liability upon incurring eligible expenditures

 

 

(977)

 

 

(465)

 

 

(1,442)

Balance, December 31, 2025

 

$ -

 

 

$ 1,280

 

 

$ 1,280

 

Settlement of flow-through share premium liability upon incurring eligible expenditures

 

 

-

 

 

 

(84)

 

 

(84)

Balance, March 31, 2026

 

$ -

 

 

$ 1,196

 

 

$ 1,196

 

 

As at March 31, 2026 the Company had unspent flow-through expenditure commitments of $5,270,000 (December 31, 2025 – $5,631,000), which are required to be spent by December 31, 2026.

 

11. SHARE CAPITAL

 

a) Authorized

 

Unlimited number of common shares with no par value.

Unlimited number of preferred shares with no par value.

 

b) Issued and Fully Paid

 

Common shares as at March 31, 2026: 1,383,547,524 (December 31, 2025 - 1,343,755,162).

Preferred shares as at March 31, 2026: nil (December 31, 2025 - nil).

 

During the three months ended March 31, 2026, 426,614 common shares were cancelled pursuant to sunset clause provisions related to historical acquisitions in 2016. No consideration was paid or received by the Company. The cancellation reduced shares issued and outstanding by 426,614 and resulted in a reduction in share capital with a corresponding reclassification within equity, with no impact on total equity or recognition of any gain or loss. This movement is included within share-based payment movements in the Statement of Changes in Equity.

 

 
17

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

11. SHARE CAPITAL (continued)

 

c) Warrants

 

The movements in warrants during the three months ended March 31, 2026 and year ended December 31, 2025 are summarized as follows:

 

 

 

 

 

 

 

 

 

Number

 

 

Weighted average

exercise price

 

Balance as at December 31, 2024

 

 

141,686,740

 

 

$ 0.242

 

Warrants issued

 

 

97,509,993

 

 

 

0.270

 

Warrants exercised

 

 

(53,808,807)

 

 

0.203

 

Balance as at December 31, 2025

 

 

185,387,926

 

 

$ 0.237

 

Warrants exercised

 

 

(20,291,020)

 

 

0.213

 

Balance as at March 31, 2026

 

 

165,096,906

 

 

$ 0.243

 

 

The following table summarizes information about warrants outstanding as at March 31, 2026:

 

 

 

 

Exercise price

Number of warrants

outstanding

Weighted average exercise

price ($ per share)

Weighted average

remaining life (years)

$0.200

64,124,392

$0.200

1.16

$0.270

100,972,514

$0.270

2.14

 

165,096,906

$0.243

1.76

 

d) Stock Options

 

The Company has adopted a stock option plan that allows for the granting of stock options to Directors, Officers, employees and certain consultants of the Company for up to 10% of the Company’s issued and outstanding common shares. Stock options granted under the plan may be subject to vesting provisions as determined by the Board of Directors.

 

During the three months ended March 31, 2026, the Company issued 6,410,000 (year ended December 31, 2025 – 8,012,500) common shares pursuant to the exercise of stock options, for net proceeds of $2,251,000 (2025 - $1,157,000). The weighted average share price at the date of exercise of these stock options was $0.35 per share (2025 - $0.23). In connection with the exercises, the Company transferred $1,276,000 (2025 - $583,000) from share-based payment reserve to share capital.

 

 
18

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

11. SHARE CAPITAL (continued)

 

The movements in stock options during the three months ended March 31, 2026 and year ended December 31 2025 are summarized as follows:

 

 

 

 

 

 

 

 

 

Number

 

 

Weighted average

exercise price

 

Balance as at December 31, 2024

 

 

58,467,500

 

 

$ 0.200

 

Options granted

 

 

19,800,000

 

 

 

0.147

 

Options exercised

 

 

(8,012,500)

 

 

0.144

 

Options expired

 

 

(4,825,000)

 

 

0.287

 

Options forfeited

 

 

(700,000)

 

 

0.125

 

Balance as at December 31, 2025

 

 

64,730,000

 

 

$ 0.185

 

Options granted

 

 

7,180,000

 

 

 

0.580

 

Options exercised

 

 

(6,410,000)

 

 

0.351

 

Balance as at March 31, 2026

 

 

65,500,000

 

 

$ 0.212

 

 

The following table summarizes information about the stock options outstanding as at March 31, 2026:

 

 

 

 

 

Options Outstanding

 

Options Exercisable

Exercise

price

Number of

options

Weighted

average

exercise price

($ per share)

Weighted

average

remaining life

(years)

 

Number of

options

Weighted average

exercise price

($ per share)

Weighted

average

remaining life

(years)

$0.10 - 0.18

35,885,000

$0.121

3.30

 

31,265,000

$0.121

3.21

$0.185 - 0.25

12,235,000

$0.191

1.86

 

12,235,000

$0.191

1.86

$0.26 - 0.58

17,380,000

$0.412

2.88

 

10,645,000

$0.333

1.64

 

65,500,000

$0.212

2.92

 

54,145,000

$0.178

2.60

 

During the three months ended March 31, 2026, there were 7,180,000 (year ended December 31, 2025 – 19,800,000) stock options granted with an aggregate fair value at the date of grant of $2,077,000 (year ended December 31, 2025 - $1,462,000). As at March 31, 2026, 11,355,000 (year ended December 31, 2025 – 10,000,000) stock options remain unvested with an aggregate grant date fair value of $2,100,000 (December 31, 2025 - $360,000).

 

Certain stock options granted were directly attributable to exploration and evaluation expenditures on mineral properties and were therefore capitalized to mineral properties.

 

In addition, certain stock options were subject to vesting provisions. These two factors result in differences between the aggregate fair value of stock options granted and total share-based payments expensed during the periods.

 

 
19

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

11. SHARE CAPITAL (continued)

 

For the three months ended March 31, 2026, share-based payments expense is comprised of stock options for $905,000, restricted share units (“RSUs”) for $183,000, deferred share units (“DSUs”) for $22,000, and performance share units (“PSUs”) for $130,000, which are classified within the financial statements as follows:

 

 

 

 

 

 

For the three months ended

March 31,

 

Statements of Net Loss:

 

2026

 

 

2025

 

General and administration

 

$ 525

 

 

$ 334

 

Exploration and evaluation

 

 

61

 

 

 

14

 

Investor relations and marketing communications

 

 

82

 

 

 

41

 

Corporate development and due diligence

 

 

130

 

 

 

46

 

Subtotal

 

$ 798

 

 

$ 435

 

Statements of Financial Position:

 

 

 

 

 

 

 

 

Mineral Properties

 

 

442

 

 

 

392

 

Total

 

$ 1,240

 

 

$ 827

 

 

The grant date fair value of the stock options granted in the period has been estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

 

 

 

 

 

 

 

 

 

For the three months ended March 31,

 

 

For the year ended December 31,

 

 

 

2026

 

 

2025

 

Risk-free interest rate

 

2.81%

 

 

2.80%

 

Share price at grant date (in dollars)

 

$ 0.58

 

 

$ 0.15

 

Exercise price (in dollars)

 

$ 0.58

 

 

$ 0.15

 

Expected life (years)

 

5.00 years

 

 

5.00 years

 

Expected volatility (1)

 

58.62%

 

 

57.70%

 

Forfeiture rate (2)

 

2.81%

 

 

3.50%

 

Expected dividend yield

 

Nil

 

 

Nil

 

 

(1)

The computation of expected volatility was based on the Company’s historical price volatility, over a period which approximates the expected life of the option.

 

(2)

The computation of the forfeiture rate was based on management’s estimate of expected forfeitures over the vesting period, using historical forfeiture experience and expected employee turnover.

 

e) Restricted Share Units

 

During the three months ended March 31, 2026, the Company granted 1,262,500 (year ended December 31, 2025 – 7,756,956) RSUs under its share-based compensation plan to the Company’s executive officers and management as part of the Company’s long-term incentive plan (“LTIP”). Unless otherwise stated, the awards typically have a graded vesting schedule over a three-year period and will be settled in equity upon vesting.

 

During the three months ended March 31, 2026, the Company issued 1,965,050 (year ended December 31, 2025 – 3,511,533) common shares pursuant to the exercise of RSUs for an aggregate settlement value of $210,000 (2025 - $433,000).

 

 
20

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

11. SHARE CAPITAL (continued)

 

The associated compensation cost, which is based on the underlying share price on the date of grant, is recorded as share-based payments expense against share-based payment reserve.

 

The following table summarizes the changes in RSU’s for the three months ended March 31, 2026 and the year ended December 31 2025:

 

 

 

 

 

 

 

 

 

Number

 

 

Weighted average fair value

 

Balance as at December 31, 2024

 

 

9,680,449

 

 

$ 0.115

 

RSUs granted

 

 

7,756,956

 

 

 

0.108

 

RSUs settled

 

 

(3,511,533)

 

 

0.123

 

Balance as at December 31, 2025

 

 

13,925,872

 

 

$ 0.112

 

RSUs granted

 

 

1,262,500

 

 

 

0.501

 

RSUs settled

 

 

(1,965,050)

 

 

0.107

 

Balance as at March 31, 2026

 

 

13,223,322

 

 

$ 0.150

 

 

f) Deferred Share Units

 

During the three months ended March 31, 2026, the Company granted 90,000 (year ended December 31, 2025 - 400,000) DSUs under its share-based compensation plan to a director as part of the Company’s LTIP. DSUs have a graded vesting schedule over an 18-month period and will be settled in equity upon vesting.

 

The associated compensation cost, which is based on the underlying share price on the date of grant, is recorded as share-based payments expense against share-based payment reserve.

 

 

 

 

 

 

 

 

 

Number

 

 

Weighted average fair value

 

Balance as at December 31, 2024

 

 

1,509,000

 

 

$ 0.212

 

DSUs granted

 

 

400,000

 

 

 

0.125

 

Balance as at December 31, 2025

 

 

1,909,000

 

 

$ 0.192

 

DSUs granted

 

 

90,000

 

 

 

0.580

 

Balance as at March 31, 2026

 

 

1,999,000

 

 

$ 0.209

 

 

g) Performance Share Units

 

During the three months ended March 31, 2026, the Company granted 1,050,000 (year ended December 31, 2025 – 3,600,000) PSUs under the Plan to certain executives as part of the Company’s LTIP. The amount of shares ultimately to be issued will vary from a factor of 0 to 2 based on the number of PSUs granted, depending on the Company’s share performance as compared to the share performance of a selected group of peer companies.

 

 
21

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

11. SHARE CAPITAL (continued)

 

During the three months ended March 31, 2026, the Company issued 1,000,000 (year ended December 31, 2025 – 758,000) common shares pursuant to the settlement of PSUs for an aggregate value of $221,000 (year ended December 31, 2025 - $180,000).

 

The following table summarizes the changes in PSUs for the three months ended March 31, 2026 and year ended December 31, 2025:

 

 

 

 

 

 

 

 

 

Number

 

 

Weighted average fair value

 

Balance as at December 31, 2024

 

 

10,466,000

 

 

$ 0.157

 

PSUs granted

 

 

3,600,000

 

 

 

0.131

 

PSUs settled

 

 

(758,000)

 

 

0.238

 

PSUs forfeited

 

 

(758,000)

 

 

0.238

 

Balance as at December 31, 2025

 

 

12,550,000

 

 

$ 0.142

 

PSUs granted

 

 

1,050,000

 

 

 

0.613

 

PSUs settled

 

 

(1,000,000)

 

 

0.221

 

Balance as at March 31, 2026

 

 

12,600,000

 

 

$ 0.193

 

 

12. OPERATING EXPENSES

 

Operating expenses by nature, which map to the Company’s functional operating expense categories presented in the consolidated statements of net loss and comprehensive loss, are as follows:

 

 

 

 

 

 

For the three months ended March 31, 2026

 

 

 

General and administration

 

 

Exploration and evaluation

 

 

Investor relations and marketing communications

 

 

Corporate development and due diligence

 

 

Total

 

Administrative and office

 

$ 102

 

 

$ 54

 

 

$ 2

 

 

$ 1

 

 

$ 159

 

Consultants

 

 

126

 

 

 

6

 

 

 

17

 

 

 

49

 

 

 

198

 

Depreciation (non-cash)

 

 

29

 

 

 

78

 

 

 

-

 

 

 

-

 

 

 

107

 

Directors’ fees

 

 

79

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

79

 

Exploration and evaluation

 

 

-

 

 

 

4

 

 

 

-

 

 

 

-

 

 

 

4

 

Marketing and conferences

 

 

-

 

 

 

1

 

 

 

220

 

 

 

3

 

 

 

224

 

Professional fees

 

 

41

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

41

 

Salaries

 

 

488

 

 

 

44

 

 

 

138

 

 

 

73

 

 

 

743

 

Share-based payments (non-cash) (Note 11)

 

 

525

 

 

 

61

 

 

 

82

 

 

 

130

 

 

 

798

 

Transfer agent and filing fees

 

 

262

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

262

 

Travel and accommodation

 

 

5

 

 

 

4

 

 

 

29

 

 

 

16

 

 

 

54

 

Operating expenses total

 

$ 1,657

 

 

$ 252

 

 

$ 488

 

 

$ 272

 

 

$ 2,669

 

 

 
22

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

12. OPERATING EXPENSES (continued)

 

 

 

 

 

 

For the three months ended March 31, 2025

 

 

 

General and administration

 

 

Exploration and evaluation

 

 

Investor relations and markkleting communications

 

 

Corporate development and due diligence

 

 

Total

 

Administrative and office

 

$ 104

 

 

$ 72

 

 

$ 10

 

 

$ 1

 

 

$ 187

 

Consultants

 

 

91

 

 

 

6

 

 

 

-

 

 

 

9

 

 

 

106

 

Depreciation (non-cash)

 

 

34

 

 

 

82

 

 

 

-

 

 

 

-

 

 

 

116

 

Directors’ fees

 

 

75

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

75

 

Marketing and conferences

 

 

-

 

 

 

1

 

 

 

181

 

 

 

2

 

 

 

184

 

Professional fees

 

 

129

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

129

 

Salaries

 

 

234

 

 

 

34

 

 

 

170

 

 

 

159

 

 

 

597

 

Share-based payments (non-cash) (Note 11)

 

 

334

 

 

 

14

 

 

 

41

 

 

 

46

 

 

 

435

 

Transfer agent and filing fees

 

 

115

 

 

 

-

 

 

 

13

 

 

 

-

 

 

 

128

 

Travel and accommodation

 

 

12

 

 

 

1

 

 

 

7

 

 

 

19

 

 

 

39

 

Operating expenses total

 

$ 1,128

 

 

$ 210

 

 

$ 422

 

 

$ 236

 

 

$ 1,996

 

 

13. SEGMENT INFORMATION

 

The Company operates in a single reportable operating segment, being the acquisition, exploration, development and strategic disposition of its Canadian mineral properties. All of the Company’s non-current assets as at March 31, 2026 and December 31, 2025 are located in Canada.

 

14. RELATED PARTY TRANSACTIONS

 

The Company’s related parties consist of the key management personnel, as well as the Company’s Directors and Officers.

 

Key management of the Company consists of the Company’s Directors, Officers, and Vice Presidents. The compensation paid or payable to key management for services during the three months ended March 31, 2026 and 2025 is as follows:

 

 

 

 

 

 

For the three months ended

March 31,

 

Service or Item

 

2026

 

 

2025

 

Directors’ fees

 

$ 79

 

 

$ 75

 

Salaries and consultants’ fees

 

 

467

 

 

 

478

(1)

Share-based payments (non-cash)

 

 

713

 

 

 

567

 

Total

 

$ 1,259

 

 

$ 1,120

 

 

(1)

The comparative amount for the three months ended March 31, 2025 has been revised from $602 to $478 to reflect a reclassification of $124 related to equity award settlements.

 

 
23

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

15. FAIR VALUE

 

Fair values have been determined for measurement and/or disclosure requirements based on the methods below.

 

The Company characterizes fair value measurements using a hierarchy that prioritizes inputs depending on the degree to which they are observable. The three levels of the fair value hierarchy are as follows:

 

 

·

Level 1 fair value measurements are quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

·

Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

·

Level 3 fair value measurements are those derived from valuation techniques that include significant inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The carrying values of cash and cash equivalents, prepaid expenses and other receivables, and accounts payable, accrued and other liabilities approximated their fair values because of the short-term nature of these financial instruments. These financial instruments are financial assets and liabilities at amortized cost.

 

The carrying value of marketable securities was based on the quoted market prices of the shares as at March 31, 2026 and was therefore considered to be Level 1.

 

The fair value of the Seva Mining shares was determined using the 10-day VWAP from the start of the first trading day on March 18 to March 31, 2026, and adjusted for a discount for lack of marketability to reflect applicable transfer restrictions.

 

As at March 31, 2026, the Company’s deferred consideration related to stockpile recovery is classified as a financial asset at FVTPL. The fair value was determined using a discounted cash flow model based on expected future cash flows in accordance with the Stockpile Agreement. The measurement is classified as Level 3 in the fair value hierarchy due to the use of significant unobservable inputs, including assumptions regarding recoverable quantities, timing of production, commodity prices and discount rates.

 

As at March 31, 2026, the Company’s option liability relating to PC Gold Inc. is classified as a financial liability at FVTPL. The fair value of the option liability was estimated using a fair value less costs of disposal benchmark implied by the February 2026 BellaVista Transaction. The measurement is classified as Level 3 in the fair value hierarchy as it incorporates significant unobservable inputs, including assumptions related to probability-weighted performance rights and other contingent terms.

 

The Silver Stream was determined to be a derivative liability, which is classified as a financial liability at FVTPL. The carrying value of the derivative liability was not based on observable market data and involved complex valuation methods and was therefore considered to be Level 3. Changes in key valuation assumptions, including commodity prices and discount rates, could result in significant fluctuations in the fair value of the liability. The loss on the Silver Stream derivative was due to a 10% decrease in volatility in the underlying precious metal, a 6% increase in the forward curve of the silver price, and a 5% increase in the silver spot price as at March 31, 2026 compared to December 31, 2025.

 

 
24

 

 

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Presented in Canadian dollars unless otherwise noted, tabular amounts are presented in thousands of

Canadian dollars except for number of shares and per share amounts)

 

15. FAIR VALUE (continued)

 

The following table presents the Company’s fair value hierarchy for financial assets and liabilities that are measured at fair value:

 

 

 

 

 

 

 

 

 

March 31, 2026

 

 

December 31, 2025

 

 

 

 

 

Fair value measurement

 

 

 

 

Fair value measurement

 

 

 

Carrying value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Carrying value

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities (Note 3)

 

$ 2,952

 

 

$ 2,952

 

 

$ -

 

 

$ -

 

 

$ 2,006

 

 

$ 2,006

 

 

$ -

 

 

$ -

 

Deferred consideration receivable

 

$ 1,720

 

 

$ -

 

 

$ -

 

 

$ 1,720

 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Silver Stream derivative liability (Note 8)

 

$ 120,131

 

 

$ -

 

 

$ -

 

 

$ 120,131

 

 

$ 107,260

 

 

$ -

 

 

$ -

 

 

$ 107,260

 

Option - PC Gold (Note 7)

 

$ 4,692

 

 

$ -

 

 

$ -

 

 

$ 4,692

 

 

$ 4,692

 

 

$ -

 

 

$ -

 

 

$ 4,692

 

 

16. SUBSEQUENT EVENTS

 

a)

On April 29, 2026, the Company announced that pursuant to the announcement in February 2026, the Company’s new joint-venture partner at First Mining’s Pickle Crow project, Bellavista, has closed the acquisition of Firefly’s interest in PC Gold Inc, the entity that holds the project. Bellavista exercised its buy-down right at the Project and paid $3 million in cash to the Company to reduce the Company’s ownership in PC Gold from 30% to 20%. The Company’s interest in PC Gold is free carried to a decision to mine at Pickle Crow.

 

 
25

 

EX-99.2 3 firstmining_ex992.htm MANAGEMENT DISCUSSION AND ANALYSIS firstmining_ex992.htm

EXHIBIT 99.2

 

 

TSX: FF | OTCQX: FFMGF | FRANKFURT: FMG

 

 

 

MANAGEMENT’S

DISCUSSION & ANALYSIS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2026

 

 

 

 

 

 

Suite 2070 – 1188 West Georgia Street, Vancouver, British Columbia V6E 4A2

www.firstmininggold.com| 1-844-306-8827

 

 

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

 

TABLE OF CONTENTS

 

GENERAL

 

2

 

COMPANY OVERVIEW AND STRATEGY

 

2

 

2026 HIGHLIGHTS

 

3

 

OUTLOOK

 

4

 

SELECT FINANCIAL INFORMATION

 

5

 

MINERAL PROPERTY PORTFOLIO GOLD RESERVES AND RESOURCES

 

6

 

SELECT QUARTERLY FINANCIAL INFORMATION

 

15

 

RESULTS OF CONTINUING OPERATIONS

 

16

 

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

 

17

 

FINANCIAL INSTRUMENTS

 

18

 

RELATED PARTY TRANSACTIONS

 

20

 

OFF-BALANCE SHEET ARRANGEMENTS

 

20

 

FINANCIAL LIABILITIES AND COMMITMENTS

 

20

 

NON-IFRS MEASURES

 

20

 

MATERIAL ACCOUNTING POLICIES

 

21

 

SIGNIFICANT ACCOUNTING JUDGEMENTS AND SOURCES OF ESTIMATION UNCERTAINTY

 

21

 

NEW ACCOUNTING STANDARDS ISSUED

 

21

 

RISKS AND UNCERTAINTIES

 

21

 

QUALIFIED PERSONS

 

21

 

SECURITIES OUTSTANDING

 

22

 

DISCLOSURE CONTROLS AND PROCEDURES

 

22

 

MANAGEMENT S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

22

 

LIMITATIONS OF CONTROLS AND PROCEDURES

 

23

 

FORWARD-LOOKING INFORMATION

 

23

 

CAUTIONARY NOTE TO U.S. INVESTORS

 

24

 

 

 
Page 1

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

 

GENERAL

 

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited condensed interim consolidated financial statements of First Mining Gold Corp. (the “Company” or “First Mining”) for the three months March 31, 2026 and 2025 (the “Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) including International Accounting Standard 34 Interim Financial Reporting.

 

For purposes of preparing our MD&A, we consider the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of our shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. We evaluate materiality with reference to all relevant circumstances, including potential market sensitivity.

 

The Financial Statements and MD&A along with additional information on the Company, including the Company’s Annual Information Form (“AIF”) for the year ended December 31, 2025, are available under the Company’s SEDAR+ profile at www.sedarplus.ca, on EDGAR at www.sec.gov. All published information is publicly available through First Mining’s website at www.firstmininggold.com. Note that nothing mentioned is incorporated by reference unless specified otherwise.

 

In this MD&A, unless the context otherwise requires, references to the “Company”, “First Mining”, “we”, “us”, and “our” refer to First Mining Gold Corp. and its subsidiaries.

 

This MD&A contains “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities laws. See the section in this MD&A titled “Forward-Looking Information” for further details. In addition, this MD&A has been prepared in accordance with the requirements of Canadian securities laws, which differ in certain material respects from the disclosure requirements of United States securities laws, particularly with respect to the disclosure of mineral reserves and mineral resources. See the section in this MD&A titled “Cautionary Note to U.S. Investors Regarding Mineral Resource and Mineral Reserve Estimates” for further details.

 

This MD&A contains disclosure of certain non-IFRS financial measures. Non-IFRS measures do not have any standardized meaning prescribed under IFRS. See the section in this MD&A titled "Non-IFRS Measures" for further details.

 

All dollar amounts included in this MD&A are expressed in Canadian dollars unless otherwise noted. This MD&A is dated as of May 12, 2026, and all information contained in this MD&A is current as of May 12, 2026.

 

COMPANY OVERVIEW AND STRATEGY

 

First Mining is advancing a portfolio of gold projects in Canada, with a focus on the Springpole Gold Project (the “Springpole Project” or “Springpole”) in northwestern Ontario, including the surrounding Birch-Uchi mineral tenure, and the Duparquet Gold Project (the “Duparquet Project” or “Duparquet”) in Quebec.

 

Springpole is one of the largest undeveloped gold projects in Ontario1. The Company has commenced a Feasibility Study (“FS”). The Company announced on November 5, 2024, that it has successfully submitted the final Environmental Impact Statement/Environmental Assessment (“EIS/EA”), while concurrently continuing with permitting activities. First Mining has received over 1,900 comments from various stakeholders and continues to engage and consult various Indigenous communities, municipalities, regulators and stakeholders by holding community open house meetings as well as technical reviews and meetings.

 

In September 2022, First Mining acquired 100% ownership of the Duparquet Project, one of the largest undeveloped gold projects in Quebec. The Company filed a Preliminary Economic Assessment (“PEA”) on the Duparquet Project in October 2023 and has been actively advancing exploration on the property since 2023. First Mining has a 20% interest in the Pickle Crow Gold Project (“Pickle Crow”) in Ontario, being advanced in a joint venture with Bellavista Resources Limited (“Bellavista”) formerly owned by Firefly Metals Ltd. (“Firefly”). On February 3, 2026, the Company announced that Firefly agreed to sell its 70% interest to Bellavista. See Corporate Highlights below for further details.

 

______________________________________

1 Source: S&P Market Intelligence database; ranking among undeveloped primary gold resources per jurisdiction.

 

 
Page 2

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

 

On November 20, 2025, the Company announced it entered into an agreement to sell its wholly-owned subsidiary, Cameron Gold Operations Ltd. (“Cameron Gold”), which owns the Cameron Gold Project (“Cameron Project”). The transaction closed on March 10, 2026, and the Company now owns 47.82% of Seva Mining Corp. (“Seva Mining”).

 

2026 HIGHLIGHTS

 

The following highlights the Company’s most recent developments up to the date of this MD&A.

 

Corporate Announcements

 

 

·

On April 29, 2026, the Company announced that pursuant to the announcement on February 3, 2026, the Company’s new joint-venture partner at First Mining’s Pickle Crow project, Bellavista, has closed the acquisition of Firefly’s interest in PC Gold Inc., the entity that holds the project. Bellavista exercised its buy-down right at the Project and paid $3 million in cash to the Company to reduce the Company’s ownership in PC Gold from 30% to 20%. The Company’s interest in PC Gold is freely carried to a decision to mine at Pickle Crow.

 

·

On March 10, 2026, the Company announced it had closed the sale of Cameron Gold to Seva Mining. On closing of the transaction, First Mining received $5,000,000 in cash, a future cash payment of at least $2,000,000, and 80,000,000 common shares of Seva Mining representing approximately 47.85% of the common shares outstanding.

 

·

On February 24, 2026, the Company filed a final short form base shelf prospectus with the securities regulatory authorities in each of the provinces and territories of Canada, and a corresponding registration statement on Form F-10 with the United States Securities and Exchange Commission.

 

·

On February 3, 2026, the Company announced that its joint-venture partner at First Mining’s Pickle Crow Gold Project, FireFly has agreed to sell its 70% interest in PC Gold Inc. (“PC Gold”), the entity that holds the Pickle Crow Project, to Bellavista Resources Limited (“Bellavista”), for 60 million Bellavista shares valued at A$45 million (Australian dollars) based on the concurrent financing price to be distributed to FireFly shareholders and A$37.5 million in Bellavista performance rights.

 

·

As of March 31, 2026, the Company’s cash and marketable securities balance was $44.8 million and the equity interest in PC Gold Inc. (“Pickle Crow Gold Project”) was $21.5 million.

 

Project Highlights

 

Springpole

 

 

·

On April 23, 2026, the Company announced that following discussions with the Impact Assessment Agency of Canada (“IAAC”), the Company has voluntarily agreed to a short extension to the Environmental Assessment (“EA”) decision date on the Springpole Gold Project until June 30, 2026 (the “Extension”). The original IAAC decision date on the Springpole Project was May 22, 2026, and the Extension will provide IAAC additional time to complete the final EA report. The Company also announced that Cat Lake and Lac Seul First Nations have completed their independent Anishinaabe Led Impact Assessment (“ALIA”) on the Springpole Project and are preparing to vote, based on the findings of the ALIA, on June 4, 2026. The short extension will allow the communities to continue working with the provincial and federal government to achieve the necessary measures to ensure they can meaningfully participate in the Project.

 

·

On January 7, 2026, the Company announced results of the updated Socio-Economic Analysis for the Springpole Gold Project undertaken by WSP Canada Inc. which demonstrates the major benefits to the local region, Ontario and Canada. The Springpole project is anticipated to deliver 3,340 jobs in each year of construction, 5,910 jobs in each year of operations, to generate over $7 billion of tax revenue for government and contribute $15 billion to the Gross Domestic Product over the life of the project.

 

·

The Company has been actively advancing geotechnical, geochemical, and hydrogeological data collection around key proposed project infrastructure areas. These work programs are expected to continue through 2026, supporting ongoing technical studies and project derisking initiatives.

 

·

Springpole exploration programs in 2026 will focus on continued evaluation of resource expansion and near-mine targets, contributing to ongoing refinement of the geological model and geoscientific understanding.

 

 
Page 3

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

 

Duparquet

 

 

·

On March 9, 2026, the Company announced additional results from the 2025 Duparquet drilling program at the Miroir target including drill hole DUP25-081 returning 1.56 g/t Au over 33.15m, including 3.18 g/t Au over 7.60m. Drill hole DUP25-085 returned 3.74 g/t Au over 15.5m and 7.18 g/t Au over 8.0m, including 30.58 g/t Au over 1.65m. Drill hole DUP25-090 returned 4.08 g/t Au over 12.0m, including 11.20 g/t Au over 1.0m. Drilling at the Miroir target has been building potential for a strong resource growth zone, and will remain a key focus of the 2026 drilling campaign.

 

·

Drilling at the Miroir and Central Duparquet-Valentre-Dumico (“CVD”) target areas continues to support the interpretation of a robust mineralized system with resource expansion potential, remaining a key focus area for follow-up work in 2026.

 

OUTLOOK

 

The Company remains focused on advancing its strategic objectives towards several near-term milestones, which include:

 

 

·

Completing the Springpole federal and provincial EA processes which includes a focus on community, Indigenous rights holder and stakeholder engagement, and working with local and Indigenous communities in anticipation of a federal and provincial EA decision in the first half of fiscal 2026; further baseline studies including post-EA approval characterization work and permitting are planned for 2026.

 

·

Completing geophysical, geochemical, and geotechnical field programs surrounding the Co-Disposal Facility (“CDF”) and dike locations at Springpole. These workstreams are critical to supporting the upcoming Feasibility Study (“FS”); additionally, the Company is transitioning to the Feasibility phase in the second half of the year; while concurrently advancing Springpole and Birch-Uchi exploration activities to identify and follow-up on regional targets.

 

·

Advancing Springpole exploration programs aimed at further evaluating near-mine and regional targets to support continued resource growth potential and improve geological understanding of the broader project area. Concurrently, exploration activities at Springpole and Birch-Uchi will continue to focus on identifying and prioritizing follow-up drill targets.

 

·

Advancing exploration, environmental and technical work at the Duparquet Gold Project, including environmental baseline monitoring (geochemistry, surface water monitoring and hydrology), Phase 2 environmental remediation activities planned for 2026, and continued geological data compilation, integration, field programs and drilling to support ongoing resource expansion, project optimization and mine planning.

 

·

Implementing the Memorandum of Understanding for community development and collaboration on the Duparquet Gold Project with the city of Duparquet.

 

 
Page 4

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

 

SELECT FINANCIAL INFORMATION

 

Financial Results (in $000s Except for per Share Amounts):

 

For the three months ended March 31,

 

 

 

2026

 

 

2025

 

Mineral Property Cash Expenditures (1)

 

$ (8,451

) 

 

$ (7,107

Net Loss

 

 

(11,020 )

 

 

(19,087 )

Total Cash used in Operating Activities

 

 

(2,808 )

 

 

(1,817 )

Basic and Diluted Net Loss Per Share (in Dollars) (2)

 

$ (0.01 )

 

$ (0.02 )

 

Financial Position (in $000s):

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Cash and Cash Equivalents

 

$ 41,856

 

 

$ 43,346

 

Working Capital (3)

 

 

24,977

 

 

 

50,642

 

Marketable Securities

 

 

2,952

 

 

 

2,006

 

Mineral Properties

 

 

265,991

 

 

 

251,497

 

Investment in PC Gold Inc. (Pickle Crow Project)

 

 

21,523

 

 

 

21,524

 

Total Assets

 

 

362,358

 

 

 

348,792

 

Total Non-current Liabilities(4)

 

$ 120,358

 

 

$ 107,508

 

 

 

(1)

This represents mineral property expenditures per consolidated statements of cash flows.

 

(2)

The basic and diluted loss per share calculations result in the same amount due to the anti-dilutive effect of outstanding stock options and warrants.

 

(3)

This is a non-IFRS measurement with no standardized meaning under IFRS Accounting Standards and may not be comparable to similar financial measures presented by other issuers. For further information please see the section in this MD&A titled “Non-IFRS Measures” and “Trends in Liquidity, Working Capital, and Capital Resources”. The working capital balance on December 31, 2025 was comprised of Cameron held for sale, which was subsequently sold in Q1 2026, reducing the balance for the period ended March 31, 2026.

 

(4)

Non-current Liabilities is primarily comprised of the Silver Stream derivative liability for $120.1 million and is impacted by the estimated fair value on a quarterly basis using a discounted cash flow model which incorporates a Monte Carlo simulation with key input assumptions of silver price, silver forward curve, volatility and foreign exchange. Changes in these assumptions could result in material change in the estimated fair value.

 

Net Loss The net loss for the current period decreased compared to the net loss in the same period in 2025, primarily due to a reduction in the fair value loss of $4.4 million attributed to Silver Stream, together with an equity gain from the Cameron Gold transaction.

 

Cash and Cash Equivalents The decrease in cash and cash equivalents at March 31, 2026 from December 31, 2025 was driven primarily by $8.5 million of mineral property expenditures, principally at the Springpole Project, $1.4 million cash payment in connection with the renegotiation of royalty terms at the Springpole Project with a private royalty holder, and the remainder of cash used in operating activities. These uses of cash were partially offset by $6.6 million from the exercise of options and warrants and $5.0 million of cash proceeds from the Cameron Gold transaction.

 

Total Assets The increase relative to the period ended December 31, 2025, was primarily driven by a $14.5 million increase in cash and non-cash mineral property expenditures, mainly at the Springpole project, due to the renegotiation of royalty terms and advancement of technical and environmental activities.

 

 
Page 5

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

 

MINERAL PROPERTY PORTFOLIO GOLD RESERVES AND RESOURCES

 

The Springpole Project is the only mineral project owned by First Mining that has Mineral Reserves attributed to it. The Mineral Reserves for Springpole are based on the conversion of Indicated Mineral Resources within the current pit design. The Mineral Resources and Reserves for the Springpole Project are shown below (for further details, see the technical report entitled “Springpole Gold Project NI 43-101 Technical Report and Pre-Feasibility Study, Ontario, Canada” dated December 19, 2025, prepared for First Mining by Ausenco Engineering Canada ULC and available under First Mining’s SEDAR+ profile at www.sedarplus.ca.:

 

Project

 

Tonnes

 

 

Gold

Grade (g/t)

 

 

Silver

Grade (g/t)

 

 

Contained Gold Ounces (oz)

 

 

Contained Silver Ounces (oz)

 

Probable Reserves

 

Springpole Gold Project (1)

 

 

102,000,000

 

 

 

0.94

 

 

 

4.90

 

 

 

3,100,000

 

 

 

16,100,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured Resources

Duparquet Gold Project (2)

 

 

183,600

 

 

 

1.43

 

 

 

-

 

 

 

8,500

 

 

 

-

 

Indicated Resources                         

Springpole Gold Project (3)

 

 

191,000,000

 

 

 

0.78

 

 

 

4.60

 

 

 

4,800,000

 

 

 

28,000,000

 

Duparquet Gold Project (2)

 

 

69,022,700

 

 

 

1.55

 

 

 

-

 

 

 

3,432,100

 

 

 

-

 

Inferred Resources

Springpole Gold Project (3)

 

 

64,000,000

 

 

 

0.38

 

 

 

3.10

 

 

 

800,000

 

 

 

6,500,000

 

Pickle Crow Gold Project (30%) (4)

 

 

2,835,600

 

 

 

4.10

 

 

 

-

 

 

 

369,150

 

 

 

-

 

Duparquet Gold Project (2)

 

 

50,822,000

 

 

 

1.62

 

 

 

-

 

 

 

2,640,500

 

 

 

-

 

Total Measured Resources

 

 

183,600

 

 

 

1.43

 

 

 

-

 

 

 

8,500

 

 

 

-

 

Total Indicated Resources

 

 

260,022,700

 

 

 

0.98

 

 

 

4.60

 

 

 

8,232,100

 

 

 

28,000,000

 

Total Measured and Indicated Resources

 

 

260,206,300

 

 

 

0.98

 

 

 

4.60

 

 

 

8,240,600

 

 

 

28,000,000

 

Total Inferred Resources

 

 

117,657,600

 

 

 

1.01

 

 

 

3.10

 

 

 

3,809,650

 

 

 

6,500,000

 

The Mineral Reserves and Resources set out in this table are based on the technical report for the applicable property, the title and date of which are set out under the applicable property description within the section “Mineral Property Portfolio Review” in this MD&A. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The estimate of Mineral Resources may be materially affected by environmental permitting, legal, title, taxation, sociopolitical, marketing or other relevant issues.

 

(1)

The Springpole Mineral Reserve Estimate has an effective date of November 13, 2025, and is based on the Mineral Resource Estimate that has an effective date of September 30, 2025. The Mineral Reserve Estimate was completed under the supervision of Gordon Zurowski, P.Eng., of AGP, a Qualified Person as defined under NI 43-101. Mineral Reserves are stated within the final design pit based on a US$1,260/oz Au and US$14.40 pit shell with a US$2,100/oz Au and US$24/oz Ag price for revenue. The cut-off grade was 0.27 g/t gold (“Au”) for all pit phases. Preliminary mining cost assumptions were C$2.60/tonne mined of waste, C$2.30/tonne mined of ore, and C$2.00/tonne mined of overburden. Preliminary processing cost assumptions were $14.50/t processed, and the G&A cost assumption was $0.90/t processed. Preliminary process recovery assumptions for gold were 87.2% and the silver recovery was 85.5%. The exchange rate assumption applied was $1.35 equal to US$1.00.

(2)

The Duparquet Consolidated Mineral Resource Estimate represents a combination of the resources at the Duparquet, Pitt Gold and Duquesne deposits. For Duparquet, the mineral resource estimate is classified as Measured, Indicated and Inferred. For Pitt Gold and Duquesne, the mineral resource estimates are completely classified as Inferred. Duparquet deposit resources are reported at a cut-off grade of 0.4 g/t Au (in-pit and tailings) and 1.5 g/t Au (underground). Duquesne open pit resources are reported at a cut-off grade of 0.5 g/t Au, and Pitt Gold and Duquesne underground resources are reported at a cut-off grade of 1.75 g/t Au.

(3)

Springpole Mineral Resources are inclusive of Mineral Reserves. Open pit Mineral Resources are reported at a cut-off grade of 0.20 g/t Au. Cut-off grades are based on a price of US$2,450/oz Au and $27.50/oz (“Ag”), and processing recovery of 87.2% Au and 85.5% Ag. Silver Mineral Resources for Springpole are shown in separate columns for Silver Grade (g/t) and Contained Silver Ounces (oz).

(4)

The Pickle Crow Gold Project contains total Inferred Mineral Resources of 9,452,000 tonnes at 4.10 g/t Au, for a total of 1,230,500 ounces Au. This is comprised of 1,887,000 tonnes of pit-constrained (0.50 g/t Au cut-off) Inferred Mineral Resources at 1.30 g/t Au, and 7,565,000 tonnes of underground Inferred Mineral Resources that consist of: (i) a bulk tonnage, long-hole stopping component (2.00 g/t Au cut-off); and (ii) a high-grade cut-and-fill component (2.60 g/t Au cut-off) over a minimum width of 1 m. First Mining owns 30% of the Pickle Crow Gold Project, and 70% is owned by Firefly Metals Ltd. The Inferred Mineral Resources for Pickle Crow shown in the above table reflects First Mining’s percentage ownership interest in the Pickle Crow Gold Project.

 

 
Page 6

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

   

Mineral Property Portfolio Review

 

The following section discusses the Company’s priority and other significant projects for assets located in Canada. As at March 31, 2026 and December 31, 2025, the Company capitalized the following acquisition, exploration and evaluation costs to its mineral properties:

 

(in $000s): 

 

Springpole

 

 

Birch-Uchi

 

 

Duparquet

 

 

Cameron

 

 

              Total

 

Balance, December 31, 2025

 

$ 172,038

 

 

$ 11,447

 

 

$ 68,012

 

 

$ -

 

 

$ 251,497

 

2026 acquisition and capitalized net expenditures

 

 

13,968

 

 

 

33

 

 

 

493

 

 

 

9

 

 

 

14,503

 

Asset sold

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(27,025 )

 

 

(27,025 )

Assets held for sale

 

 

-

 

 

 

-

 

 

 

-

 

 

 

27,016

 

 

 

27,016

 

Balance, March 31, 2026

 

$ 186,006

 

 

$ 11,480

 

 

$ 68,505

 

 

$ -

 

 

$ 265,991

 

 

MATERIAL CANADIAN GOLD PROJECTS

 

Springpole Gold Project, Ontario

 

With approximately 4.8 million ounces of gold and 28 million ounces of silver in the Indicated Mineral Resource category, the Springpole Gold Project is one of the largest undeveloped gold projects in Ontario1F2. As defined in the 2025 updated PFS, the Springpole Gold Project covers an area of 41,952 hectares in northwestern Ontario, and consists of 30 patented mining claims, 280 mining claims and 13 mining leases. Including additional mining claims acquired by First Mining in the Birch-Uchi region since 2021, the total mineral tenure area held by First Mining is approximately 60,000 hectares.

 

The Springpole Gold Project is located approximately 110 kilometres (“km”) northeast of the Municipality of Red Lake in northwestern Ontario and is situated within the Birch-Uchi Greenstone Belt. The large, open pittable resource is supported by significant infrastructure, including a 44-person onsite camp, a forestry access road within 18 km of the camp, and nearby power lines within 40 km.

 

During the current quarter, the most significant expenditures at the Springpole Gold Project were:

 

 

·

$5,457,000 related to an amendment to the royalty agreement with a private party comprised of $1.4 million payment in cash and the remainder payment in shares issued;

 

·

3,723,000 feasibility study support including $1.4 million geotechnical and hydrogeological drilling, $0.9 million for engineering work on the Co-disposal facility, pit slope design and site investigation, and $1.4 million in additional feasibility study support costs;

 

·

1,290,000 support costs, wages and salaries;

 

·

1,164,000 environmental data collection and assessment activities, assaying, field and technical work primarily related to the submission of the final EA at the end of 2024 (details below under EIS/EA section);

 

·

875,000 indigenous consultations and related reimbursements;

 

·

857,000 travel and other indirect expenditures; and

 

·

602,000 land tenure, advance royalty payments.

 

 

$13,968,000

______________________________________ 

2 Source: S&P Market Intelligence database; ranking among undeveloped primary gold resources per jurisdiction.

 
Page 7

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

   

2025 PFS Update for Springpole

 

On November 18, 2025, the Company announced the positive results of an updated Pre-Feasibility Study (“2025 PFS”) completed for its 100%-owned Springpole Gold Project. The 2025 PFS results support a 30,000 tonnes-per-day (“tpd”) open pit mining operation.

 

PFS Update Highlights

 

 

·

US$3.2 billion pre-tax net present value at a 5% discount rate (“NPV5%”) at US$3,100/oz gold (“Au”), increasing to US$5.6 billion at US$4,200/oz Au.

 

·

US$2.1 billion after-tax NPV5% at US$3,100/oz Au, increasing to US$3.8 billion at US$4,200/oz Au.

 

·

54% pre-tax internal rate of return (“IRR”) at US$3,100/oz increasing to 82% at $4,200/oz Au.

 

·

41% after-tax IRR at US$3,100/oz Au increasing to 63% at US$4,200/oz Au.

 

·

Life of mine (“LOM”) of 9.4 years.

 

·

After-tax payback of 1.8 years and reducing to 1.2 years at US$4,200/oz Au.

 

·

Initial capital costs estimated at US$1,104 million, sustaining capital costs estimated at US$323 million, plus US$40 million in closure costs (excluding plant closure).

 

·

Average annual payable gold production of 330 koz per year (Years 1 to 5); 281 koz per year LOM.

 

·

Total net cash costs of US$742/oz (Years 1 to 5); and US$802/oz LOM.

 

·

Net All-In Sustaining Costs (“AISC”) of US$877/oz (Years 1 to 5), and AISC US$938/oz (LOM).

 

Springpole Exploration

 

The Springpole exploration programs for 2026 will continue to build on advancements achieved over the past two years of exploration. The successful 2024 Phase 1 drilling at the East Extension target significantly enhanced geological understanding of the Springpole deposit and returned significant widths of continuous mineralization including 0.75 g/t Au and 3.30 g/t Ag over 134.2m, and 0.67 g/t Au and 12.79 g/t Ag over 105.4m (drill hole SP24-011). The focus for 2026 will be to further refine and advance 3D geological models, supported by additional field programs and potential drilling. Future work will continue to prioritize drill testing of targets within the Springpole East and Southeast extensions, both located within the current project footprint.

 

Technical Programs

 

First Mining has been engaged in several significant technical programs to further optimize the development plan for Springpole and to further define the project scope for the Final EIS/EA, which was submitted in November 2024, and into the Feasibility Study (“FS”) process. These programs include FS-level metallurgical test work, geotechnical and site investigation work to support FS-level preliminary pit slope, dike and Co-Disposal Facility design, revisions to the PFS mine plan, completion of a power connectivity study, exploring renewable power generation opportunities, additional environmental data collection, and predictive environmental effects modelling and studies. 

 

Site investigation activities initiated in fall 2025 and completed in April 2026, included the drilling of 58 holes totaling 2,946 m to support the ongoing geotechnical, hydrogeological and geochemical characterization work in and around the pit, CDF and dyke areas. In addition, geophysical work, including 7,600 metres of combined ground seismic and resistivity surveys as well as downhole geophysical surveys on selected drill holes, was completed in support of the geotechnical programs. The First Mining technical team has engaged WSP Canada to perform a gap analysis and overall design geochemistry work to substantiate the water quality and water balance (WB), and has engaged TBT Engineering to review the design concepts for the mine access road and the required geotechnical program.

 

Environmental Impact Statement/Environmental Assessment (EIS/EA)

 

Consultation and engagement on the Final EIS/EA with Indigenous communities, municipalities, regulators and stakeholders has advanced significantly following the submission of the Final EIS/EA in Q4 2024. The Company has addressed all of the federal and the majority of provincial comments/information requests and continues to respond and meet with the reviewers to conclude on final technical matters. The federal decision is expected in H1 2026, with the provincial decision to follow shortly after. In addition, the Company has continued to progress the Fish Habitat Offsetting and Compensation Plan through review and collaboration with the federal Department of Fisheries and Oceans Canada, as well as input from the Ministry of Energy and Mines and Environment Canada and Climate Change.

 

 
Page 8

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

    

Cat Lake First Nation and Lac Seul First Nation

 

On October 31, 2024, the Company announced that it entered into a Process Agreement with Cat Lake First Nation (“Cat Lake”) and Lac Seul First Nation (“Lac Seul”) which provides important capacity support for the implementation of a community-based consultation process called an Anishinaabe-Led Impact Assessment (“ALIA”). The Process Agreement represents a significant commitment for First Mining and provides the framework for First Mining, Cat Lake and Lac Seul to have procedural clarity and meaningful participation in the review of the Springpole Gold Project through the unique cultural perspective of the Anishinaabe people.

 

Cat Lake First Nation and Lac Seul First Nation

 

In 2025, Cat Lake and Lac Seul provided their review of the final EIS/EA as part of this process and have had numerous technical and community meetings with the Company. FMG visited the communities and held open houses as part of the conclusion of their ALIA process on March 31 and April 1, 2026. The Company has advanced negotiations with Cat Lake First Nation and Lac Seul First Nation towards a potential benefit agreement. Cat Lake and Lac Seul First Nations have completed their independent ALIA on the Springpole Project and are preparing to vote, based on the findings of the ALIA, on June 4, 2026.

 

Key Catalysts for Springpole Project Development in 2026

 

First Mining continued with several important project advancements throughout 2026, including:

 

 

·

ongoing engagement and advancement of the federal and provincial processes and Indigenous consultation;

 

·

advancing geotechnical work plans to support Feasibility Study level designs of mine infrastructure; and

 

·

advancing exploration focused on reviewing, integrating and interpreting the results returned from the 2024 Springpole East Extension Phase 1 drilling program, including 3D model update and definition of follow-up drill hole targets for additional resource growth potential.

 

Future Work Plans

 

The Company will continue its work with local and Indigenous communities in anticipation of a federal and provincial EA decision in the first half of fiscal 2026. Further baseline studies including post EA approval characterization work and permitting are planned during 2026. We will continue completion of geophysical, geochemical, and geotechnical field programs surrounding the Co-Disposal Facility (CDF) and dike locations at Springpole. These workstreams are critical to supporting the upcoming Feasibility Study (FS). Additionally, we are currently finalizing the Statement of Work (SOW) for all remaining scopes to transition into the Feasibility phase in the second half of 2026. We will also be advancing Springpole and Birch-Uchi exploration activities to identify and follow-up on regional targets.

 

Silver Stream Transaction with First Majestic Silver Corp.

 

On June 10, 2020, First Mining closed a Silver Purchase Agreement with First Majestic Silver Corp (“First Majestic”) pursuant to which First Majestic agreed to pay First Mining total consideration of US$22.5 million (“Advance Payment”), in three tranches, for the right to purchase 50% of the payable silver produced from the Springpole Gold Project for the life of the project (“Silver Stream”), which has an initial term of 40 years from closing and is automatically extended by successive 10-year periods as long as the Springpole Gold Project life of mine continues. In addition, upon closing the transaction on July 2, 2020, First Mining issued to First Majestic 30 million common share purchase warrants (subsequently adjusted to 32,050,228) (“First Mining Warrants”) to purchase one First Mining share at an exercise price of $0.40 for a period of five years (subsequently re-priced to $0.37). The first two tranches totaling $17.5 million were paid to First Mining prior to 2025. The final tranche (“Tranche 3”) of US$5 million, was received in cash on March 28, 2025.

 

 
Page 9

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

   

On March 14, 2025, the Company and First Majestic agreed to amend the terms of Tranche 3. As part of the amendment, the Company extended the expiry dates of the First Mining Warrants to March 31, 2028, and revised the exercise price to $0.20. Pursuant to the terms of the amended warrants, the Company received the right to accelerate the expiry date of the warrants to a date that is 30 days following the dissemination of a news release announcing the acceleration, if the closing price of the Company’s common shares on the TSX equaled or exceeded $0.30 for 45 consecutive trading days. All other terms of the warrants remain unchanged. On December 16, 2025, the Company announced that it had received total proceeds of $6,410,045 from the exercise by First Majestic of 32,050,228 warrants.

 

Upon receipt of its share of Springpole’s silver production, First Majestic would be required to make cash payments to First Mining for each ounce of silver under the Silver Purchase Agreement, equal to 33% of the lesser of the average spot price of silver for the applicable calendar quarter, and the spot price of silver at the time of delivery (“Silver Cash Price”), subject to a price cap of US$7.50 per ounce of silver (“Price Cap”). The Price Cap is subject to an annual inflation escalation of 2% commencing at the start of the third year of production. First Mining has the right to repurchase 50% of the Silver Stream for US$22.5 million at any time prior to the commencement of production at Springpole. The proceeds received by First Mining have been used to continue to advance the Springpole Gold Project through the FS process.

 

Birch-Uchi Gold Project, Ontario (Regional Exploration Acquisitions)

 

With its Birch-Uchi Gold Project, and to advance region scale exploration opportunities, First Mining has consolidated approximately 75,000 hectare mineral tenure through acquisitions and option agreements surrounding its Springpole Project. The Birch-Uchi Greenstone Belt represents an encouraging opportunity for discovery. Prospective targets in this mineral tenure include: the past-producing high-grade Sol d’Or mine, the Swain property, the Vixen North property - located nearby the past-producing Argosy mine which produced approximately 100,000 oz. at 11.4 g/t Au, and the Birch property, which includes the HGI prospect where historical drilling has intersected gold grades up to 245 g/t.

 

On June 14, 2024 and August 5, 2025, pursuant to non-brokered private placements, the Company raised gross proceeds of $6.95 million and $7.34 million, respectively. Cumulative to December 31, 2025, $5.5 million of these proceeds were designated towards continued exploration of the Birch-Uchi Gold Project. As of March 31, 2026, the Company had $1.7 million in unspent expenditure commitments remaining that have been designated to this project.

 

Future Work Plans

 

Building on completed field programs, the First Mining exploration team is actively integrating and interpreting datasets to support regional consolidation, analysis, and target refinement over its Birch-Uchi mineral tenure, within a growing exploration pipeline. The 2026 programs will focus on advancing priority targets through systematic evaluation, including progression of select drill-ready targets, further refinement of select targets across key prospective areas and furthering additional dataset coverage to support the refinement, development and advancement to drill readiness. This work will continue throughout 2026, supported by field work programs on select priority targets.

 

Duparquet Gold Project, Quebec

 

The Duparquet mineral tenure, as defined in the 2023 PEA, consists of seven contiguous mineral exploration properties which include Beattie, Donchester, Central Duparquet, Dumico, Porcupine East, Pitt Gold, and Duquesne, as well as the tailings from the former Beattie mine. The Project is located in the Abitibi region of the Province of Quebec, approximately 50 km north of the city of Rouyn-Noranda. The Duparquet Gold Project site has infrastructure which includes paved provincial highways from Rouyn-Noranda to the south and La Sarre to the north – both mining communities that can immediately provide mining services and skilled labour to explore and develop a mine when necessary. The Duparquet project site is proximal to Quebec’s hydroelectric power grid. The Duparquet land package comprises 199 map-designated claims totaling 5,804 hectares. The tenure spans across 19 km strike length of favourable gold hosting stratigraphy along the Destor-Porcupine Fault Zone.

 

On June 14, 2024 and August 5, 2025, pursuant to non-brokered private placements, the Company raised gross proceeds of $6.95 million and $7.34 million, respectively. Cumulative to December 31, 2025, $6.05 million of these proceeds were designated towards the continued development of the Duparquet Gold Project. As of March 31, 2026, the Company had $0.89 million of unspent expenditure commitments remaining related to this project. First Mining has been actively advancing exploration at the Duparquet Gold Project since 2023, and has completed 35,960m of drilling in 91 holes in its 2023, 2024 and 2025 drilling programs.

 

 
Page 10

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

  

During the current quarter, the most significant expenditures at the Duparquet Gold Project were:

 

 

·

$277,000 salary and share based payments;

 

·

$86,000 exploration and technical related activities;

 

·

$65,000 environmental, assaying, and field supplies;

 

·

$51,000 land and property related taxes; and

 

·

$14,000 travel, fuel and other expenditures.

 

 

$493,000

 

2023 Preliminary Economic Assessment, Duparquet Gold Project

 

On September 7, 2023, First Mining announced results of a positive PEA at the Duparquet Gold Project. An NI-43-101 technical report for the PEA was filed on October 20, 2023. The PEA results support a 15,000 tonnes per day open pit and underground mining operation over an 11-year mine life. The economics of the PEA only consider the Duparquet gold deposit located on the Beattie, Donchester, Central Duparquet and Dumico claim blocks and do not include the mineral resources defined at the Pitt Gold and Duquesne deposits (see Mineral Resource Estimate section). For further details on the Duparquet PEA see the technical report entitled “NI 43-101 Technical Report: Preliminary Economic Assessment, Duparquet Gold Project, Quebec, Canada” dated October 20, 2023, which was prepared for First Mining by G Mining Services Inc. in accordance with NI 43-101 and is available under First Mining’s SEDAR+ profile at www.sedarplus.ca.

 

2023 PEA Highlights

 

 

·

$1.07 billion pre-tax NPV5% and $588 million after-tax NPV5% at US$1,800/oz gold (“Au”);

 

·

24.9% pre-tax IRR; 18.0% after-tax IRR at US$1,800/oz Au;

 

·

Annual Life-of-Mine (“LOM”) recovered gold production of 233 koz;

 

·

Total LOM recovered gold of 2.6 Moz over an 11-year mine life;

 

·

Pre-tax payback of 3.8 years; after-tax payback of 4.8 years;

 

·

Initial capital costs estimated at $706 million; sustaining and underground development capital costs estimated at $738 million; and

 

·

Average annual LOM Total Cash Cost of US$751/oz (1); average annual LOM AISC of US$976/oz. (2)

 

 

(1)

Total Cash Costs consist of mining costs, processing costs, mine-level G&A, treatment and refining charges and royalties.

 

(2)

AISC includes total cash costs plus sustaining capital, development capital and closure costs.

 

The reader is advised that the PEA is preliminary in nature and is intended to provide only an initial, high-level review of the Project potential and design options. The PEA mine plan and economic model include numerous assumptions and the use of Inferred mineral resources. Inferred mineral resources are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves and to be used in an economic analysis except as allowed for in PEA studies. There is no guarantee that Inferred resources can be converted to Indicated or Measured resources, and as such, there is no certainty that the PEA or Project economics described herein will be realized or achieved.

 

Economic Sensitivities

 

The Project economics and cash flows are highly sensitive to changes in the price of gold, as detailed in Table 2.

 

Table 2: PEA Sensitivity to Gold Price, Operating Costs and Capital Costs

 

Sensitivity to Gold Price

 

Gold Price (US$/oz)

$1,400

$1,600

$1,800

$2,000

$2,200

Pre-Tax NPV5%

C$168 million

C$621 million

C$1.07 billion

C$1.53 billion

C$1.98 billion

Pre-Tax IRR

8.5%

17.1%

24.9%

32.0%

38.6%

After-Tax NPV5%

C$20 million

C$310 million

C$588 million

C$859 million

C$1.12 billion

After-Tax IRR

5.5%

12.1%

18.0%

23.2%

28.0%

 

 
Page 11

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

  

Sensitivity to Initial Capital Costs

 

Initial Capital Costs

+20%

+10%

C$706 million

-10%

-20%

Pre-Tax NPV5%

C$814 million

C$949 million

C$1.07 billion

C$1.18 billion

C$1.28 billion

Pre-Tax IRR

16.7%

20.4%

24.9%

30.5%

37.8%

After-Tax NPV5%

C$413 million

C$503 million

C$588 million

C$661 million

C$723 million

After-Tax IRR

12.0%

14.7%

18.0%

21.9%

26.9%

 

Sensitivity to Operating Costs

 

Operating Costs

+20%

+10%

C$2.2 billion

-10%

-20%

Pre-Tax NPV5%

C$761 million

C$917 million

C$1.07 billion

C$1.23 billion

C$1.39 billion

Pre-Tax IRR

19.5%

22.2%

24.9%

27.4%

29.9%

After-Tax NPV5%

$398 million

$494 million

C$588 million

$680 million

$771 million

After-Tax IRR

14.0%

16.0%

18.0%

19.9%

21.7%

 

Mineral Resource Estimate

 

Following the updated Mineral Resource Estimates at Pitt Gold and Duquesne in August 2023, the consolidated Duparquet Project contains 3.44 million ounces of gold in the Measured & Indicated category, grading 1.55 g/t Au, and an additional 2.64 million ounces of gold in the Inferred category, grading 1.62 g/t Au (see Table 3).

 

Table 3: Duparquet Gold Project Consolidated Mineral Resource Estimate (Effective August 31, 2023)

 

Area

(mining method)

Cut-off

(g/t)

Measured Resource

Indicated Resource

Inferred Resource

Tonnage (t)

Au

(g/t)

Ounces

Tonnage (t)

Au

(g/t)

Ounces

Tonnage

(t)

Au

(g/t)

Ounces

Open Pit

0.40

163,700

1.37

7,200

59,410,600

1.52

2,909,600

34,633,000

1.16

1,286,400

UG Mining

1.50

-

-

-

5,506,900

2.26

399,300

16,189,000

2.60

1,354,100

Tailings

0.40

19,900

2.03

1,300

4,105,200

0.93

123,200

-

-

-

Total

 

183,600

1.43

8,500

69,022,700

1.55

3,432,100

50,822,000

1.62

2,640,500

 

Exploration Program

 

In early March 2025, First Mining commenced its 2025 exploration program at Duparquet with the Phase 3B winter program, consisting of one drill rig to test the recent Miroir discovery zone and follow up on further extensional opportunities at the CVD target area. A second drill rig was added in Q2 2025 for the Phase 4 program, focusing on further advancing select priority resource expansion targets (North Zone, Buzz, Miroir, Aiguille, and South Zone), as well as supporting  regional exploration  discovery opportunities. The 2025 drill program was completed in late September, and comprised 16,404m in 43 holes.

 

The 2025 drilling focused on expanding known mineralized zones and testing new areas of interest. At the Miroir discovery zone, near-surface drilling extended the mineralized structure to approximately 100m along strike and 100m depth, where it remains open. Key results include drill hole DUP25-064 returning 3.23 g/t Au over 25.9m (including 11.20 g/t Au over 2.0m) and DUP25-077 returning 3.20 g/t Au over 15.75m (including 5.21 g/t Au over 8.65m), confirming continuity of multiple high-grade gold zones.

 

At the Valentre target, located approximately 225m south of Miroir, drilling confirmed high-grade mineralization at depth and system continuity, highlighted by drill hole DUP25-054 returning 3.96 g/t Au over 9.3m (including 5.71 g/t Au over 5.8m) and DUP25-057 returning 2.80 g/t Au over 3.25m (including 4.93 g/t Au over 1.75m).

 

 
Page 12

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

  

A new discovery, the Minuit zone, was identified north of the historical Donchester Mine, where drill hole DUP25-059 returned 2.25 g/t Au over 12.8m (including 4.08 g/t Au over 4.0m), demonstrating the potential for additional mineralized zones within underexplored areas of the system.

 

At the Aiguille zone, drilling continued to extend mineralization along strike to approximately 100m, with drill hole DUP25-058 returning 1.43 g/t Au over 24.1m (including 4.56 g/t Au over 4.0m), confirming continuity of mineralization and the target remaining open.

 

Drilling at the Central Duparquet–Valentre (CVD) target area further supported expansion of the mineralized footprint and demonstrated continuity along strike and at depth.

 

Overall, the 2025 program contributed to the advancement of multiple resource expansion targets and improved geological understanding of the broader Duparquet mineral system, including the identification of new mineralized areas.

 

During 2025, First Mining completed approximately 16,500m of exploration drilling along with regional field programs at the Duparquet Gold Project, focused on advancing priority targets with strong resource growth potential and further defining the broader regional gold endowment in support of future development optionality. This program represented the largest exploration drill campaign undertaken by the Company since acquiring full ownership of the Project in 2022.

 

Environmental and Permitting

 

First Mining has initiated discussions with the relevant Quebec ministries to map out the regulatory approval path for the Duparquet project. In parallel, the Company initiated a targeted site remediation scope of work to address environmental and legacy issues as part of the redevelopment planning of the property. The scope of work addresses the February 15, 2023, Notice of Non-Compliance from the Ministry of the Environment, the Fight Against Climate Change, Wildlife and Parks (“MELCCFP”) in Quebec regarding the historical storage of 3,500 tons of historical mine byproduct material on the Duparquet property. Since acquiring the Duparquet Project, the Company has been proactively working with MELCCFP in respect of this historical environmental issue and on June 11, 2025, the Company received the required authorizations from the government of Quebec to carry out the construction work required to establish a newly engineered storage pad for the byproduct material. Construction of the storage pad was completed in November 2025 for a total cost of $2.4M. Phase 2 of the project, which includes material transfer and storage, is planned for 2026.

 

First Mining has initiated a substantial environmental baseline program at the Duparquet site including air quality, surface water quality, hydrology, aquatics, terrestrial, hydrogeology and geochemistry. The program started in early 2026 and will continue throughout the year, with data collected by qualified consultants to support future environmental regulatory processes.

 

Future Work Plans

 

The 2026 exploration outlook at the Duparquet Project will focus on building on the successful results from the 2025 exploration drilling through a balanced approach of exploration and definition drilling. The Company will aim to continue advancing key resource expansion targets by increasing geological confidence and identifying additional near-resource expansion opportunities to support potential resource growth and project advancement. The near-term workflows will include the integration and interpretation of the 2025 drilling results into the 3D geological model, supporting the refinement of existing targets and generation of new follow-up exploration targets for drilling. In parallel, the Company is planning a definition drill program to support increased confidence in select mineralized zones, alongside continued exploration drilling aimed at testing adjacent and underexplored areas.

 

Ongoing engineering activities will focus on technical studies, including metallurgical review, site infrastructure assessment, and advancing the understanding of opportunities and risks identified in the Preliminary Economic Assessment (PEA) to optimize project outcomes.

 

Environmental work programs will include the Phase 2 component of the bunker remediation program which is expected to be undertaken in Q2/Q3 2026.

 

 
Page 13

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

   

Other Projects

 

Cameron Gold Project, Ontario

 

On March 10, 2026, the Company completed the sale of its previously owned subsidiary, Cameron Gold Operations, which owns the Cameron Gold Project to Seva Mining Corp. under an amalgamation agreement pursuant to which the Company received (i) $5.0 million in cash; (ii) 80.0 million common shares of Seva; and (iii) a future cash payment of at least $2.0 million to be received upon the processing of a stockpile at Cameron pursuant to a stockpile agreement. The transaction was previously announced as having total consideration of approximately $27.0 million; however, the fair value of Seva shares at closing was determined based on 80.0 million shares at $0.31 per share, using the 10-day volume-weighted average price from the start of the first trading day on March 18 to March 31, 2026, adjusted for a discount for lack of marketability to reflect applicable transfer restrictions. Upon closing of the transaction, First Mining held 47.85% of Seva common shares (on an undiluted basis) and nominated two individuals to its Board of Directors. The Company has concluded it has significant influence over Seva and accounts for its investment using the equity method from the acquisition date.

 

Pickle Crow Gold Project, Ontario (20% Project Interest)

 

On April 29, 2026, the Company announced that pursuant to the announcement on February 3, 2026, the Company’s new joint-venture partner at First Mining’s Pickle Crow project, Bellavista, has closed the acquisition of Firefly’s interest in PC Gold Inc., the entity that holds the project. Bellavista exercised its buy-down right at the Project and paid $3 million in cash to the Company to reduce the Company’s ownership in PC Gold from 30% to 20%. The Company’s interest in PC Gold is freely carried to a decision to mine at Pickle Crow.

 

The Pickle Crow Project hosts an Inferred Mineral Resource of 9.4 Mt grading 4.1 g/t Au and containing 1,230,500 oz Au. The technical report in support of these resources, entitled “An Updated Mineral Resource Estimate for the Pickle Crow Property, Patricia Mining Division, Northwestern Ontario, Canada” and dated June 15, 2018, was prepared for us by Micon International Limited in accordance with NI 43-101, and is available under our SEDAR+ profile at www.sedarplus.ca.

 

Hope Brook Gold Project, Newfoundland

 

First Mining owned a 20% interest in the Hope Brook Gold Project - a joint venture with Big Ridge who owned the remaining 80% interest and was the operator. On July 31, 2025, the Company completed the sale of its ownership stake, which had a fair value of $3,102,000, to Big Ridge for consideration of $3 million in cash and 7 million common shares of Big Ridge with a fair value of $1,120,000. The Company recorded a gain of $1,019,000 on the sale through profit and loss for IFRS accounting purposes.

 

 
Page 14

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

     

SELECT QUARTERLY FINANCIAL INFORMATION

 

(in $000s Except for per Share Amounts):

 

2026-Q1

 

 

2025-Q4

 

 

2025-Q3

 

 

2025-Q2

 

 

2025-Q1

 

 

2024-Q4

 

 

2024-Q3

 

 

2024-Q2

 

Net income (loss)

 

$ (11,020 )

 

$ (31,563 )

 

$ (22,259 )

 

$ (5,010 )

 

$ (19,087 )

 

$ 19,139

 

 

$ (5,589 )

 

$ (10,564 )

Impairment of non-current assets

 

 

-

 

 

 

(6,426 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total cash used in operating activities

 

 

(2,808 )

 

 

(3,165 )

 

 

(1,308 )

 

 

(1,103 )

 

 

(1,817 )

 

 

(1,289 )

 

 

(218 )

 

 

(409 )

Basic and diluted net income (loss) per share (in $)

 

 

(0.01 )

 

 

(0.02 )

 

 

(0.02 )

 

 

-

 

 

 

(0.02 )

 

 

0.02

 

 

 

(0.01 )

 

 

(0.01 )

 

 

2026-Q1

 

 

2025-Q4

 

 

2025-Q3

 

 

2025-Q2

 

 

2025-Q1

 

 

2024-Q4

 

 

2024-Q3

 

 

2024-Q2

 

Cash and cash equivalents

 

 

41,856

 

 

 

43,346

 

 

 

35,720

 

 

 

5,190

 

 

 

10,102

 

 

 

11,351

 

 

 

11,038

 

 

 

10,368

 

Marketable securities

 

 

2,952

 

 

 

2,006

 

 

 

1,916

 

 

 

587

 

 

 

1,630

 

 

 

2,388

 

 

 

2,785

 

 

 

2,845

 

Working capital (deficit) (1)

 

 

24,977

 

 

 

50,642

 

 

 

27,446

 

 

 

(330)

 

 

3,499

 

 

 

744

 

 

 

3,388

 

 

 

1,943

 

Mineral properties

 

 

265,991

 

 

 

251,497

 

 

 

271,822

 

 

 

265,532

 

 

 

259,219

 

 

 

256,059

 

 

 

246,804

 

 

 

240,964

 

Investment in PC Gold Inc.

 

 

21,523

 

 

 

21,524

 

 

 

21,524

 

 

 

21,524

 

 

 

21,525

 

 

 

21,527

 

 

 

21,527

 

 

 

21,527

 

Total assets

 

 

362,358

 

 

 

348,792

 

 

 

334,018

 

 

 

295,804

 

 

 

295,446

 

 

 

294,852

 

 

 

285,294

 

 

 

278,899

 

Total non-current liabilities

 

$ 120,358

 

 

$ 107,508

 

 

$ 86,323

 

 

$ 62,594

 

 

$ 59,113

 

 

$ 36,095

 

 

$ 56,045

 

 

$ 51,094

 

 

 

(1)

These are non-IFRS measures with no standardized meaning under IFRS Accounting Standards. Refer to the section in this MD&A titled “Non-IFRS Measures” and “Trends in Liquidity, Working Capital, and Capital Resources”.

 

Key trends in the quarterly results are as follows:

 

Net income (loss) – The net loss for the current period decreased compared to the net loss in the same period in 2025, primarily due to a change in fair value loss of $4.4M attributed to Silver Stream and a gain of $4.6M on the disposal of Cameron Gold.

 

Cash and cash equivalents – The decrease in cash and cash equivalents at March 31, 2026 from December 31, 2025 was driven primarily by $8.5 million of mineral property expenditures, principally at the Springpole Project, a $1.4 million cash payment in connection with the renegotiation of royalty terms at the Springpole Project with a private royalty holder, and the remainder of cash used in operating activities. These uses of cash were partially offset by $6.6 million from the exercise of options and warrants and $5.0 million of cash proceeds from the Cameron Gold transaction.

 

Total assets – The increase relative to the period ended March 31, 2026, was primarily driven by a $14.5M increase in cash and non-cash mineral property expenditures, mainly at the Springpole project.

 

Total non-current liabilities – Changes are primarily due to period-end fair value movements in Silver Stream derivative liability.

 

 
Page 15

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

  

RESULTS OF CONTINUING OPERATIONS

 

Unless otherwise stated, the following financial data was prepared on a basis consistent with IFRS Accounting Standards. The data was extracted from the financial statements.

 

First Quarter 2026 compared to First Quarter 2025

 

For the first quarter ended March 31, 2026, net loss decreased by $8.1 million compared to the prior year comparable period. The most significant components of this overall change are explained by the following:

 

Income Statement Category

 

Three months ended March 31

 

 

 

(in $000s)

 

2026

 

 

2025

 

 

Variance

 

 

Explanation

 

Loss from operational activities

 

 

 

 

 

 

 

 

 

 

 

 

General and administration

 

$ 1,657

 

 

$ 1,128

 

 

$ 529

 

 

Higher salaries compared to 2025 and higher transaction costs due to issuance of shares, base shelf prospectus filing and transaction activities.

 

Exploration and evaluation

 

 

252

 

 

 

210

 

 

 

42

 

 

Immaterial.

 

Investor relations and marketing communications

 

 

488

 

 

 

422

 

 

 

66

 

 

Higher expenses on marketing & conferences due to increased business activities.

 

Corporate development and due diligence

 

 

272

 

 

 

236

 

 

 

36

 

 

Immaterial.

 

Loss from operational activities

 

 

2,669

 

 

 

1,996

 

 

 

673

 

 

 

 

Other items

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

(282 )

 

 

(30 )

 

 

(252 )

 

Higher interest income due to strong cash balance compared to 2025.

 

Investments fair value gain

 

 

-

 

 

 

(33 )

 

 

33

 

 

Immaterial.

 

Foreign exchange gain

 

 

(139 )

 

 

(6 )

 

 

(133 )

 

Gain in the current period is due to the favorable movement in the USD/CAD rates compared to the comparative period.

 

Other expenses

 

 

487

 

 

 

25

 

 

 

462

 

 

Driven by finance costs related to the Cameron transaction in 2026.

 

Fair value loss on Silver Stream liability

 

 

12,871

 

 

 

17,246

 

 

 

(4,375 )

 

In Q1 2025, the advanced payment of US$5M was received. The remainder difference is due to the revaluation of the Silver Stream liability driven by a 90% increase in market volatility, 121% increase in spot price and 87% increase in forward curve weighted average, offset by a 3% decrease in foreign exchange movements.

 

Gain on disposal of subsidiary

 

 

(4,564 )

 

 

-

 

 

 

(4,564 )

 

Gain on disposal of Cameron Gold.

 

Deferred income tax recovery

 

 

(84 )

 

 

(113 )

 

 

29

 

 

Immaterial.

 

Equity loss of equity accounted investments

 

 

62

 

 

 

2

 

 

 

60

 

 

Equity loss from investment in Seva and PC Gold.

 

Net loss for the period

 

 

11,020

 

 

 

19,087

 

 

 

(8,067 )

 

 

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value gain/(loss) on marketable securities

 

 

946

 

 

 

(68 )

 

 

1,014

 

 

Primarily due to mark to market gain in Big Ridge ($980K) in 2026 vs mark to market loss in Nexgold ($71K) in 2025.

 

Net loss and comprehensive loss

 

$ 10,074

 

 

$ 19,155

 

 

$ (9,081 )

 

 

 

 

 
Page 16

 

  

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

  

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

 

(in $000s)

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

Cash provided by (used in)

 

 

 

 

 

 

Operating activities

 

$ (2,808)

 

$ (1,817)

Investing activities

 

 

(5,244)

 

 

(6,489)

Financing activities

 

 

6,426

 

 

 

7,141

 

Foreign exchange effect on cash

 

 

136

 

 

 

(84)

Change in cash and cash equivalents

 

 

(1,490)

 

 

(1,249)

Working capital (1)

 

 

24,977

 

 

 

3,499

 

Cash and cash equivalents, beginning

 

 

43,346

 

 

 

11,351

 

Cash and cash equivalents, ending

 

$ 41,856

 

 

$ 10,102

 

 

 

(1)

Working capital is a non-IFRS measurement with no standardized meaning under IFRS Accounting Standards and may not be comparable to similar financial measures presented by other issuers. For further information, please see the section in this MD&A titled “Non-IFRS Measures – Working Capital” and “Trends in Liquidity, Working Capital, and Capital Resources".

 

Key reasons for variances over the prior year comparable period include:

 

 

·

Cash used in operating activities was $1 million higher than the prior year, primarily due to a $0.3 million decrease in accounts payable and accrued liabilities, reflecting the timing of payments and the settlement of year-end accruals during the current period, a $0.3 million increase in prepaid expenditures and a $0.3 million increase in receivables.

 

·

Cash flows related to investing activities were $1.2 million lower compared to the prior year due to a $1.3 million increased spend on mineral properties and $1.4 million in acquisition costs related to the amended royalty agreement and property purchase with private holders, offset by $5 million received from Seva Mining for the sale of Cameron.

 

·

Cash flows related to financing activities were $0.7 million lower in 2026 compared to the prior year with $6.6 million received from warrant and option exercises in 2026 versus $7.2 million received from First Majestic for the third tranche payment related to silver stream.

 

·

Working capital is higher at the end of the current period primarily due to high cash balances driven by financing receipts from Q3 2025 and the $5 million received from the Cameron Gold transaction in Q1 2026.

  

Trends in Liquidity, Working Capital, and Capital Resources

 

The Company’s financial statements were prepared on a going concern basis, which assumes that the Company will continue its operations for at least twelve months from the current reporting period and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

 

As of March 31, 2026, the Company had cash and cash equivalents of $41,856,000 (December 31, 2025 - $43,346,000), working capital of $24,977,000 (December 31, 2025 - $50,642,000) which is calculated as current assets less current liabilities, and an accumulated deficit of $269,697,000 (December 31, 2025 - $258,814,000). The Company had a working capital balance of $29,669,000 (December 31, 2025 - $55,334,000) excluding the 10% Option on PC Gold with Firefly from current liabilities. As at March 31, 2026, the Company had unspent flow-through expenditure of $5,260,000 (March 31, 2025 - $3,338,000) all of which is required to be spent by December 31, 2026.

 

For the three months ended March 31, 2026, the Company incurred a net loss of $11,020,000 (March 31, 2025 - $19,087,000) and used cash in operating activities of $2,808,000 (March 31, 2025 - $1,817,000). The net loss for the Company is primarily driven by the fair value loss on the Silver Stream liability for $12,871,000 during the quarter due to the decrease in market volatility and forward curve and slight increase in silver spot price. The Company’s operations to date have been financed by the issuance of common shares, sale of investments, assets, and royalties and the exercise of stock options and warrants. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and liquidate its investments as necessary. On July 22, 2025, the Company closed a public offering for gross proceeds of $12,001,000. In addition, on August 5, 2025, the Company closed a private placement totaling approximately $24,437,000, which included flow-through unit proceeds of $7,334,000, to further support its capital requirements.

 

 
Page 17

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

  

Reconciliation of the Use of Proceeds

 

The analysis below relates to the two financings completed by the Company in 2025. The net proceeds were $11,248,000 from the public offering financing closed in July 2025 and $23,586,000 from the private placement closed in August 2025.

 

In CAD

Intended Use of Proceeds

Actual Use of Proceeds as of March 31, 2026

Variance

Explanation

Total Net Proceeds

$ 34,834,000

 

Company intends to use proceeds for future project work plans and working capital costs for the remainder of 2026

 

Expected Allocation of Proceeds

Continued exploration and advancement of

Springpole & Birch-Uchi

16,555,660

13,880,796

2,674,864

Continued exploration and advancement of Duparquet

11,962,676

4,077,151

7,885,525

Working Capital & Corporate costs

6,315,664

5,639,072

676,592

Total

$ 34,834,000

$ 23,597,019

$ 11,236,981

 

FINANCIAL INSTRUMENTS

 

All financial instruments are required to be measured at fair value on initial recognition, net of transaction costs in some cases. Fair value is based on quoted market prices unless the financial instruments are not traded in an active market. In this case, fair value is determined by using valuation techniques like the Black-Scholes option pricing model or other valuation techniques. Measurement in subsequent periods depends on the classification of the financial instrument. A description of the Company’s financial instruments and their fair value is included in Financial Statements, filed on SEDAR+ at www.sedarplus.ca. Risks related to financial instruments are discussed under Risks and Uncertainties.

 

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and the manner in which we manage these risks varies based upon our assessment of these risks and available alternatives for mitigation. We do not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support our operations.

 

Risks Related to Financial Instruments

 

The Company thoroughly examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include market risk (including equity price risk, foreign currency risk, interest rate risk and commodity price risk), credit risk, liquidity risk, and capital risk. Where material, these risks are reviewed and monitored by the Board.

 

The Board has overall responsibility for the determination of the Company’s risk management objectives and policies. The overall objective of the Board is to set policies that seek to reduce risk as much as possible without unduly affecting the Company’s competitiveness and flexibility.

 

Market Risk

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk includes equity price risk, foreign currency risk, interest rate risk and commodity price risk.

 

 
Page 18

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

  

Equity Price Risk

 

The Company is exposed to equity price risk as a result of holding investments in equity securities in other mineral exploration related companies. Given the current holdings, the exposure risk is not significant.

 

If the fair value of our investments in equity instruments designated as fair value through other comprehensive income had been 10% higher or lower as at March 31, 2026, other comprehensive loss for the three months ended March 31, 2026 would have decreased or increased, respectively, by $295,000 (March 31, 2025 - $201,000).

 

Foreign Currency Risk

 

The Company is exposed to financial risk related to the fluctuation of foreign exchange rates. As at March 31, 2026, the Company was exposed to currency risk on the following financial instruments denominated in US$. The sensitivity of the Company’s net loss due to changes in the exchange rate between the US$ against the Canadian dollar is included in the table below in Canadian dollar equivalents:

 

(in $000s)

 

March 31, 2026

 

Cash, cash equivalents

 

$ 8,658

 

Net exposure

 

$ 8,658

 

Effect of +/- 10% change in currency

 

$ 866

 

 

Interest Rate Risk

 

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company does not have any borrowings that are subject to fluctuations in market interest rates. Interest rate risk is limited to potential decreases on the interest rate offered on cash and cash equivalents held with chartered Canadian financial institutions. The Company manages its interest rate risk by maximizing the interest income earned on excess funds while maintaining the necessary liquidity to conduct its day-to-day operations. The Company considers this risk to be immaterial.

 

Commodity Price Risk

 

The Company is subject to commodity price risk from fluctuations in the market prices for gold and silver. Commodity price risks are affected by many factors that are outside the Company’s control including global or regional consumption patterns, the supply of and demand for metals, speculative activities, the availability and costs of metal substitutes, inflation, and geopolitical and economic conditions. The financial instruments impacted by commodity prices are the Silver Stream derivative liability and indirectly the PC Gold Option held relating to the net dilution from Firefly Metals Ltd completing its additional 10% equity interest in PC Gold and reducing First Mining’s ownership to 20%. The Company’s net loss sensitivity changes in commodity price risk would have increased or decreased by approximately $11.6 million if the commodity price had been 10% higher or lower as at March 31, 2026.

 

Credit Risk

 

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Financial instruments which are potentially subject to credit risk for the Company consist primarily of cash and cash equivalents, accounts and other receivables, short-term investments and the reclamation deposit. The Company considers credit risk with respect to its cash and cash equivalents and short-term investments to be immaterial as cash and cash equivalents and short-term investments are mainly held through high credit quality major Canadian financial institutions as determined by ratings agencies. As a result, the Company does not anticipate any credit losses.

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become due. The Company manages its liquidity risk by preparing annual estimates of exploration and administrative expenditures and monitoring actual expenditures compared to the estimates to ensure that there is sufficient capital on hand to meet ongoing obligations.

 

 
Page 19

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

  

See the section in this MD&A titled “Financial Liabilities and Commitments” for a summary of the maturities of the Company’s financial liabilities as at March 31, 2026, based on the undiscounted contractual cash flows. As at March 31, 2026, the Company had cash and cash equivalents of $41,856,000 (December 31, 2025 - $43,346,000) (please refer to the section in this MD&A titled “Trends in Liquidity, Working Capital, and Capital Resources”).

 

RELATED PARTY TRANSACTIONS

 

The Company’s related parties consist of the key management personnel, as well as the Company’s Directors and Officers.

 

Key management of the Company includes the members of the Board of Directors, Officers and Vice Presidents of the Company. The compensation paid or payable to key management for services during the periods ended March 31, 2026 and 2025 is as follows:

 

Service or Item (in $000s):

 

For the three months ended March 31,

 

 

 

2026

 

 

2025

 

Directors’ fees

 

$ 79

 

 

$ 75

 

Salaries and consultants’ fees

 

 

467

 

 

 

478(1)

Share-based payments (non-cash)

 

 

713

 

 

 

567

 

Total

 

$ 1,259

 

 

$ 1,120

 

 

(1)

The comparative amount for the three months ended March 31, 2025 has been revised from $602 to $478 to reflect a reclassification of $124 related to equity award settlements.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources.

 

FINANCIAL LIABILITIES AND COMMITMENTS

 

The Company’s financial liabilities based on the undiscounted contractual cash flows as at March 31, 2026 are summarized as follows. The Company’s Silver Stream derivative liability is also a financial liability; however, as settlement is not expected within the next five years, it has not been included in the table below. For further information regarding flow-through expenditure commitments, please refer to the Material Canadian Gold Projects section above:

 

(in $000s)

 

Carrying Amount

 

 

Contractual Amount

 

 

Less than 1 year

 

 

1 – 3

years

 

 

4 – 5

years

 

Accounts payable and accrued liabilities

 

$ 12,702

 

 

$ 12,702

 

 

$ 12,702

 

 

$

-

 

 

$

-

 

Lease liability

 

 

157

 

 

 

172

 

 

 

93

 

 

 

79

 

 

 

-

 

Total

 

$ 12,859

 

 

$ 12,874

 

 

$ 12,795

 

 

$ 79

 

 

$ 0

 

 

NON-IFRS MEASURES

 

Alternative performance measures in this document such as “cash cost”, “AISC” and “AIC” are furnished to provide additional information. These non-IFRS performance measures are included in this MD&A because these statistics are used as key performance measures that management uses to monitor and assess future performance of the Springpole Gold Project, and to plan and assess the overall effectiveness and efficiency of mining operations.

 

The Company has included certain non-IFRS measures in the annual and quarterly information tables above for the calculation of the working capital as current assets less current liabilities. The Company believes that these measures provide investors with an improved ability to evaluate the performance of the Company.

 

Non-IFRS measures do not have any standardized meaning prescribed under IFRS Accounting Standards. Therefore, such measures may not be comparable to similar measures employed by other companies. The data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards.

 

 
Page 20

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

  

MATERIAL ACCOUNTING POLICIES

 

The Company’s material accounting policies are in accordance with IFRS Accounting Standards and are disclosed in Financial Statements.

 

SIGNIFICANT ACCOUNTING JUDGEMENTS AND SOURCES OF ESTIMATION UNCERTAINTY

 

The Company’s significant accounting judgements and sources of estimation uncertainty are disclosed in the notes to the Financial Statements.

 

NEW ACCOUNTING STANDARDS ISSUED

 

The Company adopted the Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) effective January 1, 2026. Following assessment, the optional exception for derecognition of financial liabilities settled via electronic payment systems (where criteria are met) has been incorporated into the Company's ongoing accounting policies, with no material impact on the condensed interim financial statements.

 

Certain new accounting standards and interpretations have been published that are either applicable in the current year or not mandatory for the current period. We have assessed these standards and determined they do not have a material impact on the Company in the current reporting period. In addition, the following standards have been issued by the International Accounting Standards Board (“IASB”), and we are currently assessing the impact on our consolidated financial statements.

 

 

·

IFRS 18 Presentation and Disclosure in Financial Statements with mandatory application of the standard in annual reporting periods beginning on or after January 1, 2027.

 

No standards have been early adopted in the current period, and none are expected to have a material impact on the Company’s consolidated financial statements.

 

RISKS AND UNCERTAINTIES

 

The Company is subject to a number of risks and uncertainties, each of which could have an adverse effect on its business operations or financial results. Some of these risks and uncertainties are detailed below. For a comprehensive discussion of the risks and uncertainties that may have an adverse effect on the Company’s business, operations and financial results, refer to the Company’s latest AIF for the year ended December 31, 2025 filed with Canadian securities regulatory authorities at www.sedarplus.ca, and filed under Form 40-F with the United States Securities Exchange Commission at www.sec.gov/edgar.html. The AIF, which is filed and viewable on www.sedarplus.ca. and www.sec.gov/edgar.html, is available upon request from the Company.

 

QUALIFIED PERSONS

 

Hazel Mullin, P.Geo., Director of Data Management and Technical Services at First Mining, is a Qualified Person as defined by NI 43-101, and is responsible for the review and verification of the scientific and technical information in this MD&A.

 

James Maxwell, P.Geo., VP, Exploration and Project Operations for First Mining, is a Qualified Person as defined by NI 43-101, and he has reviewed and approved the scientific and technical disclosure in this MD&A relating to the Company’s mineral projects in Quebec.

 

 
Page 21

 

 

FIRST MINING GOLD CORP.

Management’s Discussion & Analysis

(Presented in Canadian dollars, unless otherwise indicated)

For the three months ended March 31, 2026

  

SECURITIES OUTSTANDING

 

As at the date on which this MD&A was approved and authorized for issuance by the Board, the Company had the following outstanding securities.

 

 

MD&A Date

 

Common Shares

 

 

1,384,196,524

 

Warrants

 

 

164,647,866

 

Stock Options

 

 

65,300,000

 

Restricted Share Units

 

 

13,223,321

 

Performance Share Units

 

 

12,600,000

 

Deferred Share Units

 

 

1,999,000

 

 

DISCLOSURE CONTROLS AND PROCEDURES

 

The Company’s Management, with the participation of its Chief Executive Officer (“CEO”) and its CFO, have evaluated the effectiveness of the Company’s disclosure controls and procedures. Based upon the results of that evaluation, the Company’s CEO and CFO have concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods and is accumulated and communicated to Management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The Company’s Management, with the participation of its CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in the SEC’s rules and the rules of the Canadian Securities Administrators. 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 of annual financial statements for external purposes in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. The Company’s internal control is effective. The Company’s internal control over financial reporting includes policies and procedures that:

 

 

·

address maintaining 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 Accounting Standards;

 

 

 

 

·

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.

   

The Company’s internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the Company’s policies and procedures. There have been no significant changes in our internal controls during the three months ended March 31, 2026 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

 

 
Page 22

 

 

LIMITATIONS OF CONTROLS AND PROCEDURES

 

The Company’s Management, including the CEO and CFO, believe that any disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, may not prevent or detect all misstatements because of inherent limitations. 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, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a 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 unauthorized override of the control. The design of any control system 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. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

 

FORWARD-LOOKING INFORMATION

 

This MD&A is based on a review of the Company’s operations, financial position and plans for the future based on facts and circumstances as of March 31, 2026. This MD&A contains “forward-looking statements” within the meaning of applicable Canadian securities regulations (collectively, “forward-looking statements”). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “forecast”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions) are not statements of historical fact and may be “forward-looking statements”. These statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events. All forward-looking statements are based on First Mining's or its consultants' current beliefs as well as various assumptions made by them and information currently available to them. 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 include, but are not limited to: statements regarding the advancement of the Company’s mineral assets towards production; statements regarding the potential for the Company to acquire additional mineral assets in the future; the Company’s plans to advance the Duparquet Gold Project in 2026 by continuing exploration programs and project derisking coupled with mining scenario optimization studies; statements regarding the next stages and anticipated timing of the metallurgical study or the environmental; statements regarding the completion of a FS for the Springpole Gold Project; statements regarding opportunities to enhance project economics identified under the PFS for the Springpole Gold Project; statements regarding the potential increase in gold and silver recoveries at the Springpole Gold Project; statements regarding opportunities for resource expansion within the existing footprint of Springpole and in the under-explored Birch-Uchi greenstone belt; statements regarding the continuation of environmental data collection at Springpole, and consultation and engagement with Indigenous communities, regulators and stakeholders to support the final EA; statements regarding the anticipated receipt, timing and use of proceeds received by First Mining pursuant to the Silver Purchase Agreement; statements regarding the Company’s intentions and expectations regarding exploration, infrastructure and production potential of any of its mineral properties; statements relating to the Company’s working capital, capital expenditures and ability and intentions to raise capital; statements regarding the potential effects of financing on the Company’s capitalization, financial condition and operations; forecasts relating to mining, development and other activities at the Company’s operations; forecasts relating to market developments and trends in global supply and demand for gold; statements relating to future global financial conditions and the potential effects on the Company; statements relating to future work on the Company’s non-material properties; statements relating to the Company’s mineral reserve and mineral resource estimates; statements regarding regulatory approval and permitting including, but not limited to, Final EIS/EA approval for the Springpole Gold Project and the expected timing of such Final EIS/EA approval; statements regarding achieving a strong balance sheet and cash position to fund investing activities consistent with the Company’s business strategy; statements regarding key personnel; statements regarding non-IFRS measures and changes in accounting standards; statements relating to the limitation of the Company’s internal controls over financial reporting; and statements regarding the preparation or conduct of studies and reports and the expected timing of the commencement and completion of such studies and reports; and statements regarding the Company’s intention to continue with the ESG reporting framework outlined in the Company’s third annual ESG report that was published in June 2024.

 

 
Page 23

 

 

There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed under the heading “Risks that can affect our business” in the Company’s AIF for the year ended December 31, 2025 and other continuous disclosure documents filed from time to time via SEDAR+ with the applicable Canadian securities regulators. Forward-looking statements reflect the beliefs, opinions and projections of management 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. Such factors include, without limitation the Company’s business, operations and financial condition potentially being materially adversely affected by the outbreak of epidemics, pandemics or other health crises, and by reactions by government and private actors to such outbreaks; risks to employee health and safety as a result of the outbreak of epidemics, effectiveness of environmental mitigations including pandemics or other health crises, that may result in a slowdown or temporary suspension of operations at some or all of the Company's mineral properties as well as its head office; 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; requirements for additional capital; changes in project parameters as plans continue to be refined; variations in ore reserves, grade or recovery rates; actual performance of plant, equipment or processes relative to specifications and expectations; 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); the presence of laws and regulations that may impose restrictions on mining; employee relations; relationships with and claims by local communities, indigenous populations and other stakeholders; availability and increasing costs associated with mining inputs and labour; the speculative nature of mineral exploration and development; and title to properties.  The Company believes that the expectations reflected in any such forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included herein this MD&A should not be unduly relied upon.

 

CAUTIONARY NOTE TO U.S. INVESTORS

 

The technical information contained herein has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of the United States securities laws applicable to U.S. companies. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U.S. standards. Technical disclosure contained in this MD&A has been prepared in accordance with the requirements of United States securities laws as it allows for MJDS filers to use Canadian requirements and uses terms that comply with reporting standards in Canada with certain estimates prepared in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning the issuer’s material mineral projects.

 

 
Page 24

 

EX-99.3 4 firstmining_ex993.htm CERTIFICATION firstmining_ex993.htm

EXHIBIT 99.3

FORM 52-109F2

 

CERTIFICATION OF INTERIM FILINGS

 

FULL CERTIFICATE

 

I, Daniel W. Wilton, Chief Executive Officer of First Mining Gold Corp., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of First Mining Gold Corp. (the “issuer”) for the interim period ended March 31, 2026.

 

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

 

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

 

 

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

 

 

 

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

 

 

 

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

 

 

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

 

5.2

N/A.

 

 

5.3

N/A.

 

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

  

Date: May 12, 2026

 

(signed) “Daniel W. Wilton”

 

Daniel W. Wilton

Chief Executive Officer

EX-99.4 5 firstmining_ex994.htm CERTIFICATION firstmining_ex994.htm

EXHIBIT 99.4

FORM 52-109F2

 

CERTIFICATION OF INTERIM FILINGS

 

FULL CERTIFICATE

 

I, Lisa Peterson, the Interim Chief Financial Officer of First Mining Gold Corp., certify the following:

 

1.

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of First Mining Gold Corp. (the “issuer”) for the interim period ended March 31, 2026.

 

 

2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

 

 

3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

 

4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

 

 

5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

 

 

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

 

 

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

 

 

 

 

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

 

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

 

5.2

N/A.

 

 

5.3

N/A.

 

 

6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

 

Date:  May 12, 2026

 

(signed) “Lisa Peterson”

 

Lisa Peterson

Chief Financial Officer

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