Form 6-K First Mining Gold Corp. For: May 12

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May 12, 2021 1:10 PM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2021

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., V6E 4A2
(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 [ X ]

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 INCORPORATED BY REFERENCE

Exhibits 99.1 and 99.2 to this Report on Form 6-K are hereby incorporated by reference as Exhibits to the Registration Statement on Form F-10 of First Mining Gold Corp. (File No. 333-231801).

DOCUMENTS FILED AS PART OF THIS FORM 6-K

Exhibits	Description
99.1	Condensed Interim Consolidated Financial Statements for the period ended March 31, 2021
99.2	Management’s Discussion & Analysis for the period ended March 31, 2021
99.3	CEO Certification of Interim Filings
99.4	CFO Certification of Interim Filings

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, 2021		/s/ Samir Patel
		Samir Patel
		General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibits	Description
99.1	Condensed Interim Consolidated Financial Statements for the period ended March 31, 2021
99.2	Management’s Discussion & Analysis for the period ended March 31, 2021
99.3	CEO Certification of Interim Filings
99.4	CFO Certification of Interim Filings

First Mining Gold Corp.

Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2021 and 2020

(Expressed in thousands of Canadian dollars unless otherwise noted)

(Unaudited)

FIRST MINING GOLD CORP.

INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS AT MARCH 31, 2021 AND DECEMBER 31, 2020

(Expressed in thousands of Canadian dollars unless otherwise noted)(Unaudited)

	March 31, 2021	December 31, 2020

ASSETS
Current
Cash and cash equivalents	$39,174	$28,901
Investments (Note 3)	13,907	18,425
Prepaid expenses, accounts and other receivables	640	2,700
Total current assets	53,721	50,026

Non-current
Mineral properties (Note 4)	186,761	179,429
Investment in Treasury Metals Inc. (Note 5)	39,867	63,812
Mineral property investments (Note 6)	6,026	6,726
Property and equipment	864	570
Other assets	617	650
Total non-current assets	234,135	251,187
TOTAL ASSETS	$287,856	$301,213

LIABILITIES
Current
Accounts payable and accrued liabilities	$1,735	$2,013
Current portion of lease liability	116	112
Current portion of environmental reclamation provision (Note 7)	97	250
Option – PC Gold (Note 4(b))	7,910	4,410
Obligation to distribute investments (Note 5)	21,749	34,040
Total current liabilities	31,607	40,825

Non-current
Lease liability	411	442
Environmental reclamation provision (Note 7)	3,040	3,133
Silver Stream derivative liability (Note 8)	29,071	13,260
Total non-current liabilities	32,522	16,835
TOTAL LIABILITIES	64,129	57,660

SHAREHOLDERS’ EQUITY
Share capital (Note 9)	317,226	317,167
Warrant and share-based payment reserve (Note 9)	45,828	44,648
Accumulated other comprehensive loss	(1,747)	(1,392)
Accumulated deficit	(137,580)	(116,870)
Total shareholders’ equity	223,727	243,553
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$287,856	$301,213
Subsequent events (Note 14)
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.

FIRST MINING GOLD CORP.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

(Expressed in thousands of Canadian dollars unless otherwise noted)

(Unaudited)

	Three months ended March 31,
	2021	2020

Cash flows from operating activities
Net loss for the period	$(33,001)	$(1,462)
Adjustments for:
Impairment of non-current assets (Note 5)	23,555	-
Share-based payments (Note 9)	776	405
Depreciation	76	67
Fair value loss on Silver Stream derivative liability (Note 8)	6,003	-
Investments fair value loss (Note 3)	787	-
Other expenses	38	18
Accrued interest receivable	(37)	-
Unrealized foreign exchange loss	54	6
Deferred income tax expense	-	67
Equity loss from investment in Treasury Metals (Note 5 (b))	390	-
Operating cash flows before movements in working capital	(1,359)	(899)
Changes in non-cash working capital items:
Decrease (increase) in accounts and other receivables	63	(58)
Decrease in prepaid expenditures	76	83
Decrease in accounts payables and accrued liabilities	(654)	(439)
Total cash used in operating activities	(1,874)	(1,313)
Cash flows from investing activities
Mineral property expenditures (Note 4)	(3,098)	(3,255)
Proceeds from sale of investments (Note 3)	10,825	-
Property and equipment purchases	(238)	(131)
Option payments and expenditures recovered (Note 4)	-	100
Total cash provided by (used in) investing activities	7,489	(3,286)
Cash flows from financing activities
Net proceeds from private placements	-	9,154
Proceeds from Silver Stream (Note 8)	4,757	-
Proceeds from exercise of warrants and stock options	9	60
Repayment of lease liability	(27)	(17)
Finance costs paid	(13)	(10)
Total cash provided by financing activities	4,726	9,187
Foreign exchange effect on cash	(68)	7
Change in cash and cash equivalents	10,273	4,595
Cash and cash equivalents, beginning	28,901	5,902
Cash and cash equivalents, ending	$39,174	$10,497

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

FIRST MINING GOLD CORP.

INTERIM CONSOLIDATED STATEMENTS OF NET LOSS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

(Unaudited)

	Three months ended March 31,
	2021	2020

OPERATING EXPENSES (Note 10)
General and administration	$1,355	$757
Exploration and evaluation	239	203
Investor relations and marketing communications	473	299
Corporate development and due diligence	157	132
Impairment of non-current assets (Note 5)	23,555	-
Loss from operational activities	25,779	1,391

OTHER ITEMS
Change in fair value on Silver Stream derivative liability (Note 8)	6,003	-
Investments fair value loss (Note 3)	787	-
Other expenses	107	42
Interest and other income	(65)	(38)
Loss before income taxes and equity loss	$32,611	$1,395

Deferred income tax expense	-	67
Equity loss from investment in Treasury Metals (Note 5)	390	-
Net loss for the period	$33,001	$1,462
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified to net income or (loss):
Investments fair value (gain) loss (Note 3)	(349)	377
Mineral property investments fair value loss (gain) (Note 6)	700	(335)
Items that may be reclassified to net loss or (income):
Currency translation adjustment	4	(64)
Other comprehensive loss (income)	355	(22)

Net loss and comprehensive loss for the period	$33,356	$1,440
Basic and diluted loss per share (in dollars)	$0.05	$0.00
Weighted average number of shares outstanding – Basic and Diluted	697,275,841	608,970,889

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

FIRST MINING GOLD CORP.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

(Unaudited)

	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, 2019	591,997,138	$282,666	$14,532	$18,798	$(3,649)	$(50,015)	$262,332
Proceeds from private placements (Note 9(b))	40,198,095	8,160	1,122	-	-	-	9,282
Flow-through share premium liability (Note 9(b))	-	(300)	-	-	-	-	(300)
Shares issuance costs (Note 9(b))	-	(110)	(18)	-	-	-	(128)
Exercise of options (Note 9(d))	400,000	171	-	(111)	-	-	60
Shares issued for prior mineral property acquisition	24,220	4	-	-	-	-	4
Share-based payments	-	-	-	629	-	-	629
Loss for the period	-	-	-	-	-	(1,462)	(1,462)
Other comprehensive income	-	-	-	-	22	-	22
Balance as at March 31, 2020	632,619,453	$290,591	$15,636	$19,316	$(3,627)	$(51,477)	$270,439
Balance as at December 31, 2020	697,216,453	$317,167	$25,056	$19,592	$(1,392)	$(116,870)	$243,553
Exercise of options (Note 9(d))	25,000	9	-	(3)	-	-	6
Exercise of warrants (Note 9(c))	10,000	4	(1)	-	-	-	3
Shares issued on acquisition of the Swain Post property (Note 4(b))	118,483	46	-	-	-	-	46
Share-based payments	-	-	-	1,184	-	-	1,184
Obligation to distribute investments fair value adjustment	-	-	-	-	-	12,291	12,291
Loss for the period	-	-	-	-	-	(33,001)	(33,001)
Other comprehensive loss	-	-	-	-	(355)	-	(355)
Balance as at March 31, 2021	697,369,936	$317,226	$25,055	$20,773	$(1,747)	$(137,580)	$223,727

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

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

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. The Company changed its name to First Mining Gold Corp. in January 2018.

First Mining is a Canadian gold company focused on the permitting and development of the Springpole Gold Project in northwestern Ontario. The Company also holds a significant equity investment in Treasury Metals Inc. (“Treasury Metals”) (TSX: TML) (Note 5) which is advancing the Goliath-Goldlund gold complex in Ontario towards a construction decision. First Mining’s portfolio of gold projects in eastern Canada also includes Pickle Crow (being advanced in partnership with Auteco Minerals Ltd. (“Auteco”) (ASX: AUT)), Cameron, Hope Brook, Duparquet, Duquesne, and Pitt.

In March 2020, the World Health Organization declared a global pandemic related to the virus known as COVID-19. As the Company does not have production activities, the ability to fund ongoing exploration is affected by the availability of financing. Due to market uncertainty arising from the impacts of COVID-19 the Company may be restricted in its ability to raise additional funding. The impact of COVID-19 on the Company over time is not determinable; however, its effects may have a material impact on the Company’s financial position, results of operations and cash flows in future periods.

2. BASIS OF PRESENTATION

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting using policies consistent with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). These condensed interim consolidated financial statements should be read in conjunction with the Company’s audited annual consolidated financial statements for the year ended December 31, 2020, as some disclosures from the annual consolidated financial statements have been condensed or omitted.

These unaudited condensed interim consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit and loss or fair value through other comprehensive income (loss), which are stated at their fair value. The condensed interim consolidated financial statements are presented in thousands of Canadian dollars, unless otherwise noted, and tabular amounts are expressed in thousands of Canadian dollars.

These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries.

The functional currency of the Company and its Canadian subsidiaries is the Canadian dollar while the functional currency of the Company’s non-Canadian subsidiary is the US dollar.

These unaudited condensed interim consolidated financial statements were approved by the Board of Directors on May 11, 2021.

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

2. BASIS OF PRESENTATION (Continued)

In preparing the Company’s unaudited condensed interim consolidated financial statements for the three months ended March 31, 2021, the Company used the same accounting policies, methods of computation, critical judgments and estimates as in the annual consolidated financial statements for the year ended December 31, 2020. There are no IFRS or International Financial Reporting Interpretations Committee interpretations that are not yet effective that would be expected to have a material impact on the Company’s consolidated financial statements.

3. INVESTMENTS

The movements in investments during the three months ended March 31, 2021 and the year ended December 31, 2020 are summarized as follows:

	Marketable Securities (FVTPL)	Marketable Securities (FVTOCI)	Warrants (FVTPL)	Total Investments
Balance as at December 31, 2020	$9,267	$3,386	$5,772	$18,425
Additions	5,051	-	-	5,051
Disposals	(9,043)	(88)	-	(9,131)
Gain recorded in other comprehensive loss	-	349	-	349
Gain (loss) recorded in net loss	2,463	-	(3,250)	(787)
Balance as at March 31, 2021	$7,738	$3,647	$2,522	$13,907

	Marketable Securities (FVTPL)	Marketable Securities (FVTOCI)	Warrants (FVTPL)	Total Investments
Balance as at December 31, 2019	$-	$1,775	$-	$1,775
Additions	11,134	-	9,812	20,946
Disposals	(6,672)	-	-	(6,672)
Gain recorded in other comprehensive loss	-	1,611	-	1,611
Gain (loss) recorded in net loss	4,805	-	(4,040)	765
Balance as at December 31, 2020	$9,267	$3,386	$5,772	$18,425

The Company holds marketable securities of publicly traded companies as strategic interests and has less than a 10% equity interest in each of its investees, with the exception of Treasury Metals (Note 5). The Auteco and First Majestic marketable securities and Treasury Metals Warrants were classified as FVTPL. Other marketable securities are designated as FVTOCI in accordance with the Company’s accounting policy.

During the three months ended March 31, 2021, the Company:

●

Sold a total of 400,000 common shares of First Majestic for net proceeds of $9,022,000 which resulted in a realized gain on sale of $3,863,000;

●

Sold a total of 1,217,532 common shares of Gainey for net proceeds of $88,000 which resulted in a realized gain on sale of $13,000; and

●

received the 287,300 common shares of First Majestic (initial recognition - $5,051,000, March 31, 2021 – $5,632,000) in connection with the Silver Purchase Agreement (defined in Note 8).

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

4. MINERAL PROPERTIES

As at March 31, 2021 and December 31, 2020, the Company has capitalized the following acquisition, exploration, and evaluation costs on its mineral properties:

	Springpole	Cameron	Duquesne	Pitt	Hope Brook	Pickle Crow	Goldlund(Note 5)	Others(1)	Total
Balance December 31, 2020	$87,907	$31,875	$5,144	$2,085	$20,612	$24,986	$-	$6,820	$179,429
Acquisition	$-	-	-	-	-	-	-	80	80
Concessions, taxes, and royalties	$84	12	3	-	20	21	-	-	140
Salaries and share-based payments	$806	45	-	-	34	21	-	8	914
Drilling, exploration, and technical consulting	$1,446	14	1	-	15	3,255	-	23	4,754
Assaying, field supplies, and environmental	$935	18	-	-	1	-	-	4	958
Travel and other expenditures	$467	10	-	-	14	-	-	-	491
Total expenditures	$3,738	$99	$4	$-	$84	$3,297	$-	$115	$7,337
Option payments received and expenditures recovered	$-	-	-	-	-	-	-	-	$-
Currency translation adjustments	$-	-	-	-	-	-	-	(5)	$(5)
Disposal, impairment or reclassification	$-	-	-	-	-	-	-	-	$-
Balance March 31, 2021	$91,645	$31,974	$5,148	$2,085	$20,696	$28,283	$-	$6,930	$186,761

	Springpole	Cameron	Duquesne	Pitt	Hope Brook	Pickle Crow	Goldlund(Note 5)	Others(1)	Total
Balance December 31, 2019	$76,775	27,374	5,133	2,084	20,071	19,263	98,894	3,221	$252,815
Acquisition	$-	4,219	-	-	-	-	-	-	$4,219
Concessions, taxes, and royalties	$740	11	3	-	20	20	2	60	$856
Salaries and share-based payments	$1,300	145	1	-	148	71	430	7	$2,102
Drilling, exploration, and technical consulting	$4,828	52	7	1	140	4,409	796	37	$10,270
Assaying, field supplies, and environmental	$3,555	50	-	-	123	1,217	255	8	$5,208
Travel and other expenditures	$709	24	-	-	110	6	126	2	$977
Total expenditures	$87,907	$31,875	$5,144	$2,085	$20,612	$24,986	$100,503	$3,335	$276,447
Option payments received and expenditures recovered	$-	-	-	-	-	-	-	(48)	$(48)
Currency translation adjustments	$-	-	-	-	-	-	-	(2)	$(2)
Disposal, impairment or reclassification	$-	-	-	-	-	-	(100,503)	3,535	$(96,968)
Balance December 31, 2020	$87,907	$31,875	$5,144	$2,085	$20,612	$24,986	$-	$6,820	$179,429

(1)

Other mineral properties as at March 31, 2021 and December 31, 2020 include: the mining claims and concessions located in the Township of Duparquet, Quebéc, which are near the Company’s Duquesne gold project;); Swain Post property in northwestern Ontario which is near the Company’s Springpole Gold Project (property under option agreement from Exiro Minerals Corp.); a 1.5% NSR Royalty under the terms of the Treasury Share Purchase Agreement (defined in Note 5), which was reclassified from “Goldlund” to “Others” during the year ended December 31, 2020; and, the Turquoise Canyon property in Nevada (property under option to a private company, Momentum Minerals Ltd.

The Company has various underlying agreements and commitments with respect to its mineral properties, which define annual or future payments in connection with royalty buy-backs or maintenance of property interests.

Swain Post property acquisition

On March 1, 2021, the Company entered into a 3-year option agreement with Exiro Minerals Corp. (“Exiro”) pursuant to which First Mining may earn a 100% interest in Exiro’s Swain Post property in northwestern Ontario (approximately 20 km west of the Springpole Gold Project) through future cash and share payments of approximately $250,000 to Exiro during the term of the option, and by completing all assessment work requirements on the property during the 3-year option term.

Pickle Crow Project

On March 12, 2020, the Company and Auteco executed a definitive Earn-In Agreement whereby Auteco may earn up to an 80% interest in PC Gold, a wholly-owned subsidiary of First Mining which owns the Pickle Crow Project. Pursuant to the Earn-In Agreement, the Earn-In is comprised of two stages: Stage 1 Earn-In (51% earn-in) and the Stage 2 Earn-In (additional 19% to earn-in to 70%) – Upon completion of the Stage 1 Earn-In, which includes issuing First Mining a 2% NSR royalty on the Project (1% of which can be bought back for USD$2,500,000) (issued upon completion of the Stage 2 Earn-In). In addition, upon completion of the Stage 2 Earn-In, Auteco will have an option to acquire an additional 10% equity interest in PC Gold, exercisable any time following completion of the Stage 2 Earn-In, by paying First Mining $3,000,000 in cash.

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

4. MINERAL PROPERTIES (Continued)

First Mining’s then residual 20% interest in the project would be carried until a construction decision at Pickle Crow, which is to be made after a final feasibility study and following Auteco having arranged sufficient financing to achieve commercial production. If Auteco should fail to meet such requirements within the applicable time periods, the Earn-In Agreement will terminate and Auteco will be entitled to retain any interest which it has earned-in to prior to the date of termination. During the term of the Earn-In Agreement, Auteco will incur all program costs and manage Pickle Crow exploration activity.

In the three months ended March 31, 2021, Auteco incurred a total of $3,500,000 (2020: $3,570,000) in exploration expenditures which, in combination with previous spending, satisfied the Stage 1 earn in spending requirement of $5,000,000 and covers $2,070,000 towards the Stage 2 earn-in spending requirements of a further $5,000,000. During the year ended December 31, 2020, the Company received the scheduled consideration in cash of $100,000 and 25 million shares of Auteco ..

Since the Earn-In Agreement provides Auteco the right to earn an interest in PC Gold, rather than a direct interest in the Pickle Crow project, Auteco’s option to acquire PC Gold shares is a financial liability of First Mining. As a derivative, the Option – PC Gold liability is classified as FVTPL. As there is no observable market data which can be used to determine the fair value of the Option – PC Gold liability, management uses property specific and market-based information to determine whether a significant change in the fair value of the option liability has occurred.

As at March 31, 2021, management has estimated a fair value for the Option – PC Gold liability of $7,910,000 (December 31, 2020 - $4,410,000). Management has concluded that there were no developments in the period since inception that would indicate a material change in fair value and, accordingly, the Option – PC Gold liability remains recorded at the amount received to date from Auteco. These amounts include cash, exploration expenditures incurred and the value, at the time of receipt, of the 25 million Auteco shares received.

Subsequent to March 31, 2021, Auteco has confirmed the date of their shareholders meeting will be on May 13, 2021 to get approval for the issuance of 100 million shares to First Mining. Once the shares are issued to First Mining, the Stage 1 earn-in will be complete and Auteco will obtain a 51% ownership of the PC Gold legal entity.

5. INVESTMENT IN TREASURY METALS

Treasury Share Purchase Agreement Overview

On August 7, 2020, First Mining completed a transaction with Treasury Metals under a share purchase agreement (the “Treasury Share Purchase Agreement”), pursuant to which Treasury Metals agreed to acquire all of the issued and outstanding shares of Tamaka Gold Corporation, a previously wholly-owned subsidiary of the Company, and 100% owner of the Goldlund Project. Under the terms of the Treasury Share Purchase Agreement, First Mining received total consideration of $91,521,000 which was comprised of (i) 43.33 million common shares (post-consolidation) of Treasury Metals (“Treasury Metals Shares”) with a fair value of $78,000,000; (ii) 11.67 million common share purchase warrants (post-consolidation) of Treasury Metals (“Treasury Metals Warrants”) with an exercise price of $1.50 for a 3-year term with a fair value of $9,812,000; (iii) a retained 1.5% Net Smelter Returns (“NSR”) royalty on Goldlund (0.5% of which can be bought back by Treasury Metals for $5 million in cash) with a fair value of $3,709,000; and (iv) the right to certain contingent milestone payments totaling $5 million, payable in cash on certain key advancements at Goldlund which have not been recorded as at March 31, 2021.

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

5. INVESTMENT IN TREASURY METALS (Continued)

Equity Accounting Method for Investment in Treasury Metals and Impairment

The Company has concluded it has significant influence over Treasury Metals. The Company is accounting for its investment using the equity method. As at March 31, 2021 the fair market value of the Company’s investment in common shares of Treasury Metals was $39,867,000, based on the Treasury Metals quoted market price. Due to the significant decline in fair value of the Treasury Metals Shares at March 31, 2021, the Company recorded an impairment of the investment in Treasury Metals amounting to $23,555,000. This impairment was recorded within the impairment of non-current assets in the statement of net loss and comprehensive income (loss).

	March 31, 2021	December 31, 2020
Balance, beginning of period	$63,812	$-
Acquisition – Initial Recognition on August 7, 2020	-	78,000
Equity (loss) income	(390)	1,446
Impairment of Investment in Treasury Metals Inc.	(23,555)	(15,634)
Balance, end of period	$39,867	$63,812

Reconciliation of Treasury Metal’s Net Assets to First Mining’s Carrying value as at March 31, 2021

Balance, December 31, 2019	$-
Initial Recognition on August 7, 2020	167,238
Equity income (August 7, 2020 to December 31, 2020)	3,717
Other increases in equity (August 7, 2020 to December 31, 2020)	2,098
Balance, December 31, 2020	$173,053
Equity loss	(1,002)
Other increases in equity	-
Balance, March 31, 2021	$172,051
First Mining’s share of Treasury Metas’ net assets	66,134
Incremental fair value of Goldlund-Goliath mineral property at inception	12,922
Cumulative impairment of investment in Treasury Metals	(39,189)
Carrying value	$39,867

The equity accounting for Treasury Metals is based on published results to December 31, 2020 and an estimate of results for the period of January 1, 2021 to March 31, 2021. The following is a summary of the audited consolidated annual financial statements of Treasury as at December 31, 2020 on a 100% basis: current assets $6,179,000, non-current assets $176,710,000, Total assets $189,889,000, current liabilities $4,877,000, non-current liabilities $4,959,000 and total net assets $173,053,000. The following is a summary of audited consolidated statement of operations of Treasury for the year ended December 31, 2020 on a 100% basis: net loss for the year $2,756,000 and total comprehensive income $43,000. The Company’s equity share of Treasury’s net loss for the three-month period ending March 31, 2021 was $340,000.

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

5. INVESTMENT IN TREASURY METALS (Continued)

Obligation to Distribute Investments

In accordance with the terms of a Shareholders Agreement signed in connection with the transaction, First Mining is required to distribute approximately 23.3 million Treasury Metals Shares and all 11.6 million of the Treasury Metals Warrants to its shareholders (the “Distribution”) within 12 months of closing of the transaction. Following the Distribution, First Mining will retain approximately 20.0 million Treasury Metals Shares, leaving the Company with an approximate 17.7% interest in Treasury Metals. As at March 31, 2021, the Company recognized a liability for the Distribution of $23,970,000 (December 31, 2020 - $34,040,000). The liability was recorded with a corresponding entry to accumulated deficit as it represents a distribution to shareholders.

6. MINERAL PROPERTY INVESTMENTS

The Company, through its subsidiary Clifton Star Resources Inc. (“Clifton”), has a 10% equity interest in the shares of Beattie Gold Mines Ltd., 2699681 Canada Ltd., and 2588111 Manitoba Ltd. which directly or indirectly own various mining concessions and surface rights, collectively known as the Duparquet gold project.

Mineral property investments (which comprise equity interests in the shares of three private companies) are designated as FVTOCI, with changes in fair value recorded in other comprehensive income (loss).

As at March 31, 2021, management determined, as a function of the falling gold price environment, that there was a decline in the fair value of mineral property investments and a fair value loss of $700,000 was recorded (three months ended March 31, 2020 – fair value gain of $335,000) (Note 13). As at March 31, 2021, the fair value of the Company’s mineral property investments is $6,026,000 (December 31, 2020 - $6,726,000).

7. ENVIRONMENTAL RECLAMATION PROVISION

The Company has an obligation to undertake decommissioning, restoration, rehabilitation and environmental work when environmental disturbance is caused by the exploration and development of a mineral property. As at March 31, 2021, the Company estimates that the fair value of the environmental reclamation provision for the Pickle Crow Gold Project in Ontario is $3,137,000 (December 31, 2020 - $3,383,000). The liability was estimated based on management’s interpretation of current regulatory requirements and is recognized at the present value of such costs.

	March 31, 2021	December 31, 2020
Balance, beginning of period	$3,383	$2,355
Additions to present value of environmental reclamation provision	-	1,200
Reclamation costs incurred	(250)	(200)
Interest or accretion expense	4	28
Balance, end of period	$3,137	$3,383

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

7. ENVIRONMENTAL RECLAMATION PROVISION (Continued)

Statements of Financial Position Presentation	March 31, 2021	December 31, 2020
Current portion of environmental reclamation provision	$97	$250
Non-current environmental reclamation provision	3,040	3,133
Total	$3,137	$3,383

8. SILVER STREAM DERIVATIVE LIABILITY

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”), which closed on July 2, 2020. Under the terms of the Silver Purchase Agreement, First Majestic agreed to pay First Mining total consideration of US$22.5 million, in three tranches, for the right to purchase 50% of the payable silver produced from the Springpole Gold Project over the life of the project (the “Silver Stream”) and also received 30 million common share purchase warrants of First Mining. Each share purchase warrant entitles First Majestic to purchase one common share of First Mining at an exercise price of $0.40 for a period of five years. The fair value of the warrants of $6,278,000 was recorded in Equity (Warrant reserve) on the Company’s consolidated statements of financial position.

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 “Buy-Back Right”).

Per the Silver Purchase Agreement, First Majestic paid US$10 million to First Mining on the July 2, 2020 closing date, with US$2.5 million paid in cash and the remaining US$7.5 million paid in 805,698 common shares of First Majestic (“Tranche 1”). Upon announcement of the Pre-Feasibility Study (“PFS”) on March 4, 2021, First Mining received US$7.5 million from First Majestic, with US$3.75 million paid in cash and the remaining US$3.75 million paid in 287,300 common shares of First Majestic (“Tranche 2”).

Consideration payable for the Silver Stream includes one further tranche (split evenly between cash and First Majestic common shares) of US$5 million payable upon First Mining receiving approval of either a Federal or Provincial Environmental Assessment. (The three tranches of consideration totaling US$22.5 million constitute the “Advance Payment”). In the event of default, First Majestic may terminate the Silver Purchase Agreement and the Advance Payment received by First Mining at that time would become repayable. The Advance Payment amount is used to track the stream balance for commercial, but not accounting purposes. In the event the Company exercises the Buy-Back Right by paying US$22.5 million to First Majestic, the Advance Payment amount shall be reduced to nil.

Silver Stream Derivative Liability Fair Value

The Company has concluded that the Silver Stream is a standalone derivative measured at FVTPL.

As of the acquisition date, the estimated fair value of the Silver Stream derivative liability was determined using a discounted cash flow model which incorporated a Monte Carlo simulation. The fair value of the Silver Stream derivative liability is a Level 3 measurement.

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

8. SILVER STREAM DERIVATIVE LIABILITY (Continued)

The fair value of the Silver Stream derivative liability is calculated at each reporting date as the net of the future Advance Payment tranches receivable (an asset for the Company) and the Silver Stream obligation (a liability to the

Company), with gains or losses recorded in the statement of net loss and comprehensive loss. The fair value of the Silver Stream derivative liability as at March 31, 2021 is US$23,118,000 ($29,071,000), which is comprised of the Silver Stream obligation fair value of US$25,907,000 ($32,578,000) less the Advance Payment receivable fair value of US$2,789,000 ($3,507,000). The fair value of the Silver Stream derivative liability as at December 31, 2020 was US$10,415,000 ($13,260,000), which is comprised of the Silver Stream obligation fair value of US$21,761,000 ($27,706,000) less the Advance Payment receivable fair value of US$11,346,000 ($14,446,000).

Silver Streamderivative liability
Balance, December 31, 2019	$-
Fair value of Silver Stream derivative liability - Initial Recognition on July 2, 2020	(7,378)
Change in fair value during the period	(5,882)
Balance, December 31, 2020	$(13,260)
Advance payment received (Tranche 2)	(9,808)
Change in fair value during the period	(6,003)
Balance, March 31, 2021	$(29,071)

9. SHARE CAPITAL

Authorized

Unlimited number of common shares with no par value.

Unlimited number of preferred shares with no par value.

Issued and Fully Paid

Common shares: 697,369,936 (December 31, 2020 – 697,216,453).

Preferred shares: nil (December 31, 2020 – nil).

Warrants

The movements in warrants during the three months ended March 31, 2021 and year ended December 31, 2020 are summarized as follows:

	Number	Weighted average exercise price
Balance as at December 31, 2019	15,872,998	$0.41
Warrants issued	77,460,159	0.49
Warrants exercised	(247,500)	0.34
Balance as at December 31, 2020	93,085,657	$0.48
Warrants exercised	(10,000)	0.33
Balance as at March 31, 2021	93,075,657	$0.48

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

9. SHARE CAPITAL (Continued)

The following table summarizes information about warrants outstanding as at March 31, 2021:

Exercise price	Number of warrants outstanding	Weighted average exercise price ($ per share)	Weighted average remaining life (years)
$0.33	18,502,659	$0.33	1.91
$0.40	42,795,383	$0.40	3.32
$0.44	3,027,615	$0.44	0.21
$0.70	28,750,000	$0.70	1.41
	93,075,657	$0.48	2.35

There were no warrants issued during the three months ended March 31, 2021.

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.

The movements in stock options during the three months ended March 31, 2021 and year ended December 31, 2020 are summarized as follows:

	Number	Weighted average exercise price
Balance as at December 31, 2019	46,927,500	$0.57
Granted – January 31, 2020	8,750,000	0.25
Granted – April 1, 2020	1,100,000	0.25
Granted – October 30, 2020	900,000	0.43
Granted – December 1, 2020	600,000	0.405
Options exercised	(3,717,500)	0.33
Options expired	(2,790,000)	0.40
Options forfeited	(5,950,000)	0.52
Balance as at December 31, 2020	45,820,000	$0.53
Granted – February 2, 2021	8,615,000	0.435
Options exercised	(25,000)	0.25
Balance as at March 31, 2021	54,410,000	$0.52

The weighted average closing share price at the date of exercise for the three months ended March 31, 2021 was $0.42 (March 31, 2020 – $0.23). 25,000 stock options were exercised during the three months ended March 31, 2021 (March 31, 2020 – 400,000).

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

9. SHARE CAPITAL (Continued)

The following table summarizes information about the stock options outstanding as at March 31, 2021:

				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)
$0.01 – 0.50	34,525,000	$0.38	3.59	24,638,750	$0.37	3.20
$0.51 – 1.00	19,885,000	0.75	0.86	19,885,000	0.75	0.86
	54,410,000	$0.51	2.59	44,523,750	$0.54	2.16

During the three months ended March 31, 2021, there were 8,615,000 (March 31, 2020 - 8,750,000) stock options granted with an aggregate fair value of $1,990,685 (March 31, 2020 - $1,080,000), or a weighted average fair value of $0.23 per option (March 31, 2020 – $0.12). As at March 31, 2021, 9,886,250 (March 31, 2020 – 13,128,125) stock options remain unvested with an aggregate grant date fair value of $1,275,000 (March 31, 2020 - $842,000).

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. Total share-based payments expense during the periods ended March 31, 2021 and March 31, 2020 was classified within the financial statements as follows:

	For the three months ended March 31,
Statements of Net Loss:	2021	2020
General and administration	$498	$237
Exploration and evaluation	115	44
Investor relations and marketing communications	89	63
Corporate development and due diligence	74	61
Subtotal	$776	$405

	As at March 31,
Statements of Financial Position:	2021	2020
Mineral Properties	$408	$224
Total	$1,184	$629

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

9. SHARE CAPITAL (Continued)

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

	Three months ended	Year ended
	March 31, 2021	December 31, 2020
Risk-free interest rate	0.35%	1.72%
Share price at grant date (in dollars)	$0.435	$0.25
Exercise price (in dollars)	$0.435	$0.27
Expected life (years)	5.00 years	4.96 years
Expected volatility(1)	68.90%	69.10%
Forfeiture rate	7.00%	5.26%
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.

Restricted Share Units

The Company granted Restricted Share Units ("RSUs") under its share-based compensation plan to the Company’s executive officers 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.

The associated compensation cost 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, 2021:

	Number	Weighted average fair value
Balance as at December 31, 2020	-	$-
Granted – February 2, 2021	1,550,000	0.40
Balance as at March 31, 2021	1,550,000	$0.40

Deferred Share Units

The Company granted 40,000 Deferred Share Units ("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 is recorded as share-based payments expense against share-based payment reserve. The grant date fair value of the DSUs recognized in the three months ended March 31, 2021 is $0.40.

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

10. OPERATING EXPENSES

Operating expenditures 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, 2021
	General and administration	Exploration and evaluation	Investor relations and marketing communications	Corporate development and due diligence	Total
Administrative and office	$63	$37	$6	$-	$106
Consultants	62	4	15	-	81
Depreciation (non-cash)	43	33	-	-	76
Directors fees	68	-	-	-	68
Investor relations and marketing communications	-	-	218		218
Professional fees	298	-	-	-	298
Salaries	218	48	145	83	494
Share-based payments (non-cash) (Note 9(d))	498	115	89	74	776
Transfer agent and filing fees	104	-	-	-	104
Travel and accommodation	1	2	-	-	3
Operating expenses total	$1,355	$239	$473	$157	$2,224
Impairment of non-current assets (non-cash) (Note 5)					23,555
Loss from operational activities					$25,779

For the three months ended March 31, 2020
	General and administration	Exploration and evaluation	Investor relations and marketing communications	Corporate development and due diligence	Total
Administrative and office	$58	$58	$8	$1	$125
Consultants	21	11	10	-	42
Depreciation	26	41	-	-	67
Directors fees	17	-	-	-	17
Investor relations and marketing communications	3	2	162	23	190
Professional fees	142	9	-	-	151
Salaries	163	22	45	41	271
Share-based payments (non-cash) (Note 9(d))	237	44	63	61	405
Transfer agent and filing fees	77	-	-	-	77
Travel and accommodation	13	16	11	6	46
Operating expenses total	$757	$203	$299	$132	$1,391

11. SEGMENT INFORMATION

The Company operates in a single reportable operating segment, being the acquisition, exploration, development and strategic disposition of its North American mineral properties. Geographic information about the Company’s non-current assets, excluding financial instruments, as at March 31, 2021 and December 31, 2020 is as follows: Canada - $227,671,000 (December 31, 2020 - $244,018,000) and USA - $438,000 (December 31, 2020 - $444,000).

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

12. RELATED PARTY TRANSACTIONS

The Company’s related parties consist of the Company’s Directors and Officers, and any companies associated with them.

Key management includes the Directors, Officers and Vice Presidents of the Company. The compensation paid or payable to key management for services during the three months ended March 31, 2021 and 2020 is as follows:

Service or Item	Three months ended March 31,
	2021	2020
Directors’ fees	$68	$17
Salaries	476	268
Share-based payments (non-cash)	454	395
Total	$998	$680

13. 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, current accounts receivables, and accounts payable and accrued liabilities approximated their fair values because of the short-term nature of these financial instruments. These financial instruments are classified as financial assets and liabilities at amortized cost.

The carrying value of investments (except for Treasury Metals Warrants) were based on the quoted market prices of the shares as at March 31, 2021 and was therefore considered to be Level 1. The fair value of Treasury Metals Warrants is determined using certain Level 2 inputs, as the Black-Scholes valuation model incorporates Treasury Metals’ expected share price volatility.

The mineral property investments (First Mining’s 10% equity interest in three privately held companies that own the Duparquet Gold Project) are classified as financial assets at FVTOCI. The fair value of the mineral property investments was not based on observable market data and was therefore considered to be Level 3. The initial fair value of the mineral property investments was determined based on attributable pro-rata gold ounces for the Company’s 10% indirect interest in the Duparquet project, which formed part of the identifiable assets from the acquisition of Clifton. Subsequently, the fair value has been reassessed at each period end. Scenarios which may result in a significant change in fair value include, among others, a change in the performance of the investee, a change in the performance of comparable entities, a change in gold price, a change in the economic environment, or evidence from external transactions in the investee’s equity. During the three months ended March 31, 2021, management concluded that there was a decrease in the fair value of the mineral property investments, and a fair value loss of $700,000 (March 31, 2020 – fair value gain of $335,000) was recorded (Note 6).

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

13. FAIR VALUE (continued)

As the Earn‐In Agreement provides Auteco the right to earn an interest in PC Gold, rather than a direct interest in the Pickle Crow project, Auteco’s option to acquire PC Gold shares is a financial liability of First Mining. As a derivative, the Pickle Crow project option liability is classified as financial liability at FVTPL. The carrying value of the Option - Pickle Crow Gold Project was not based on observable market data and involved complex valuation methods and was therefore considered to be Level 3. The initial fair value of the Option – Pickle Crow Gold Project was determined based on initial consideration in cash of $100,000, 25 million shares of Auteco with a fair value upon receipt of $740,000 and exploration expenditures incurred by Auteco under the terms of the Earn-in Agreement. Scenarios which may result in a significant change in fair value include, among others, performance of the Auteco share price, the amount or timing of Pickle Crow exploration expenditures incurred or updates to the NI 43-101 (or Australian equivalent) resource report. During the three months ended March 31, 2021, management concluded that there was no significant change in the fair value of the Option – PC Gold liability.

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.

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

	March 31, 2021				December 31, 2020
		Fair value measurement				Fair value measurement
	Carrying value	Level 1	Level 2	Level 3	Carrying value	Level 1	Level 2	Level 3
Financial assets:
Investments (Notes 3, 5)	$13,907	$11,385	$2,522	$-	$18,425	$12,653	$5,772	$-
Mineral property investments (Note 6)	6,026	-	-	6,026	6,726	-	-	6,726
Financial liabilities:
Silver Stream derivative liability (Note 8)	29,071	-	-	29,071	13,260	-	-	13,260
Option – PC Gold (Note 4(a))	$7,910	$-	$-	$7,910	$4,410	$-	$-	$4,410

During the three months ended March 31, 2021 there have been no transfers of amounts between levels in the fair value hierarchy.

14. SUBSEQUENT EVENTS

Partnership to advance Hope Brook

On April 6, 2021, the Company announced it has entered into a definitive earn-in agreement with Big Ridge Gold Corp. (“Big Ridge”) (TSX-V:BRAU) whereby Big Ridge may earn up to an 80% interest in First Mining’s Hope Brook Gold Project located in Newfoundland, Canada.

Pursuant to the definitive earn-in agreement, Big Ridge can earn an 80% interest in the Hope Brook Project through a two-stage earn-in over five years by incurring a total of $20,000,000 in qualifying expenditures, issuing up to 36.5 million shares of Big Ridge to First Mining and making a future cash payment to First Mining. First Mining will retain a 1.5% net smelter returns royalty on the Project, of which 0.5% can be bought back by Big Ridge for $2,000,000. First Mining will also have the right to nominate one member to the Board of Directors of Big Ridge on closing. The transaction is subject to customary closing conditions for a transaction of this nature, including the receipt by Big Ridge of the approval of the TSX Venture Exchange.

FIRST MINING GOLD CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian dollars unless otherwise noted, tabular amounts are expressed in thousands of Canadian dollars)

(Unaudited)

14. SUBSEQUENT EVENTS Continued,

Swain Lake Earn-In Agreement

On April 29, 2021, the Company entered into an earn-in agreement with Whitefish Exploration Inc. (“Whitefish”), which gives First Mining the option to earn a 70% interest in the Swain Lake project by making cash payments totaling $200,000 and share payments totaling $425,000, and by incurring at least $500,000 worth of expenditures on the Swain Lake Property during the first 3 years of the earn-in term. Upon completing the first stage of the earn-in, First Mining will hold a 70% interest in the Swain Lake Property and will have an additional period of 2 years within which to acquire the remaining 30% of the project by paying $1,000,000 to Whitefish and issuing $1,000,000 worth of First Mining shares.

Stock Options Grant

Subsequent to March 31, 2021, the Company granted 500,000 incentive stock options to an Officer of the Company under the terms of its share-based compensation plan. The stock options have an exercise price of $0.365 per share and are exercisable for a period of five years from the grant date.

Forfeiture of Stock Options

Subsequent to March 31, 2021, 437,500 stock options were forfeited.

TSX: FF | OTCQX: FFMGF | FRANKFURT: FMG

MANAGEMENT’S

DISCUSSION & ANALYSIS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

Suite 2070 – 1188 West Georgia Street, Vancouver, British Columbia V6E 4A2 www.firstmininggold.com | 1-844-306-8827

TABLE OF CONTENTS

COMPANY OVERVIEW AND STRATEGY	2
2020 HIGHLIGHTS	3
SELECTED FINANCIAL INFORMATION	4
ONTARIO MINERAL PROPERTY PORTFOLIO LOCATIONS	5
MINERAL PROPERTY PORTFOLIO GOLD RESERVES	6
MINERAL PROPERTY PORTFOLIO GOLD RESOURCES	7
MINERAL PROPERTY PORTFOLIO REVIEW	8
SELECTED QUARTERLY FINANCIAL INFORMATION	18
RESULTS OF CONTINUING OPERATIONS	19
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES	20
FINANCIAL INSTRUMENTS	21
RELATED PARTY TRANSACTIONS	21
OFF-BALANCE SHEET ARRANGEMENTS	21
NON-IFRS MEASURES	22
ACCOUNTING POLICIES	22
CRITICAL ACCOUNTING ESTIMATES	22
CRITICAL ACCOUNTING JUDGMENTS	23
ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED	23
RISKS AND UNCERTAINTIES	23
QUALIFIED PERSONS	27
SECURITIES OUTSTANDING	27
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING	27
FORWARD-LOOKING INFORMATION	28
CAUTIONARY NOTE TO U.S. INVESTORS REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES	28

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

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 ended March 31, 2021, which are prepared in accordance with International Financial Reporting Standards (“IFRS”) as applicable to the preparation of interim financial statements, including International Accounting Standard IAS 34 Interim Reporting. The unaudited condensed interim consolidated financial statements should also be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020, which are prepared in accordance with IFRS as issued by the International Accounting Standards Board. These documents along with additional information on the Company, including the Company’s Annual Information Form for the year ended December 31, 2020, are available under the Company’s SEDAR profile at www.sedar.com, on EDGAR at www.sec.gov.

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 of 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 of 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 of this MD&A entitled "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 11, 2021 and all information contained in this MD&A is current as of May 11, 2021.

COMPANY OVERVIEW AND STRATEGY

First Mining is a Canadian gold developer focused on the development and permitting of the Springpole gold project (the “Springpole Gold Project” or “Springpole”) in northwestern Ontario. Springpole is one of the largest undeveloped gold projects in Canada. A Pre-Feasibility Study (“PFS”) was recently completed on the project and permitting is on-going with submission of an Environmental Impact Statement (“EIS”) for the Project targeted for 2021. The Company also holds an approximate 40% equity position in Treasury Metals Inc. (“Treasury Metals”) (TSX: TML) which is advancing the Goliath Gold Complex gold project, in northwestern Ontario, towards construction. First Mining’s portfolio of gold projects in eastern Canada also includes the Pickle Crow (being advanced in partnership with Auteco Minerals Ltd. (“Auteco”) (ASX: AUT), Cameron, Hope Brook, Duparquet, Duquesne, and Pitt gold projects.

Page 2

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

2021 HIGHLIGHTS

The following highlights the Company’s developments during fiscal 2021 (including subsequent events up to May 11, 2021).

Project Highlights

Springpole

●

Announced results of a positive PFS in January 2021. Post-tax net present value at a 5% discount rate (“NPV5%”) of US$995 million, post-tax internal rate of return (“IRR”) of 29% and post-tax payback of 2.4 years on initial capital of US$718 million.

●

Progressed environmental fieldwork throughout 2020 and submitted the amended proposed Terms Of Reference to the Ontario Ministry (“MECP”) in April 2021, with anticipated completion in July 2021.

●

Continued engagement with local indigenous rights holders and stakeholders of the Springpole Gold Project.

●

Announced in March 2021 that the Company has entered into a 3-year option agreement with Exiro Minerals Corp. (“Exiro”) pursuant to which First Mining may earn a 100% interest in Exiro’s Swain Post property through future cash and share payments to Exiro of approximately $250,000 during the term of the option, and by completing all assessment work requirements on the property during the option term.

●

Announced in April 2021 the Swain Lake Earn-In Agreement, comprising two stages. Stage 1 earn-in: 3-year option agreement with Whitefish Exploration Inc. (“Whitefish”) – 70% interest for $200,000 cash and $425,000 in First Mining share payments together with $500,000 in exploration spend. Stage 2 earn-in: 70% to 100% ownership interest over an additional 2-year term for $1,000,000 cash and $1,000,000 in First Mining share payments.

Cameron

●

Acquired the East Cedartree claims from Metalore Resources Limited (“Metalore”) in December 2020, thereby consolidating First Mining’s land holdings in the area into a single contiguous block and adding a further 3,200 hectares to the 49,574 hectares that the Company already held in the area. In connection with this acquisition, First Mining paid $3.0 million in cash to Metalore, and issued 3 million common shares of First Mining (“First Mining Shares”) to Metalore (with such shares subject to a statutory hold period of four months plus one day from the closing date of the transaction).

Pickle Crow

●

In March 2021, Auteco completed all expenditure requirements set out in the earn-in agreement entered into between First Mining and Auteco dated March 12, 2020 (the “Auteco Earn-In Agreement”) in respect of Stage 1 of Auteco’s earn-in to the Pickle Crow Gold Project (“Pickle Crow”). Upon Auteco issuing 100,000,000 Auteco shares to First Mining, it shall have satisfied all requirements under the Auteco Earn-In Agreement in respect of Stage 1 of the earn-in, and will have earned a 51% interest in PC Gold Inc. (“PC Gold”), First Mining’s wholly-owned subsidiary that owns Pickle Crow. In addition, once the 100,000,000 Auteco shares have been issued to First Mining, the parties will execute a joint venture shareholders’ agreement (the “Auteco JV Agreement”) in respect of PC Gold. Auteco will be holding a meeting of its shareholders on May 13, 2021 to approve the issuance of the 100,000,000 Auteco shares to First Mining, and following such issuance, First Mining will own a total of 125,000,000 Auteco shares with a value of approximately $10.6 million at March 31, 2021.

Hope Brook

●

Announced in April 2021 Big Ridge Gold Corp. (“Big Ridge”) (TSX-V:BRAU) had entered into a definitive earn-in agreement with First Mining (the “Big Ridge Earn-In Agreement”) pursuant to which Big Ridge can earn up to an 80% interest in First Mining’s Hope Brook Gold Project (“Hope Brook”) located in Newfoundland, Canada through a two-stage earn-in over five years by incurring a total of $20 million in qualifying expenditures, issuing up to 36,500,000 million shares of Big Ridge to First Mining and making a $500,000 cash payment to First Mining. First Mining will retain a 1.5% NSR royalty on Hope Brook, of which 0.5% can be bought back by Big Ridge for $2 million.

Page 3

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

Corporate Highlights

●

March 31, 2021 period-end cash balance of $39.2 million, investments position of $13.9 million and equity accounted interest in Treasury Metals with a carrying value of $39.9 million.

●

Further strengthened the First Mining management team through the hiring of Janet Meiklejohn as the new Vice President – Investor Relations.

COVID-19 Response

In response to the onset of the COVID-19 novel coronavirus (“COVID-19”) pandemic, the Company adopted a series of robust COVID-19 risk mitigation policies incorporating recommendations set by the provincial Governments of Ontario and British Columbia, and by the Government of Canada. To date, First Mining has not had any cases of COVID-19 at any of the camp operations at its projects or its head office in Vancouver. The health and safety of First Mining’s workforce, their families and the communities in which the Company operates is First Mining’s primary concern. In the interests of the health and well-being of its employees, contractors, visitors to its office and operations, and the families of all such persons, First Mining implemented a work from home policy for its employees in March 2020. First Mining is committed to fully supporting safety measures for its workforce, families and communities.

SELECTED FINANCIAL INFORMATION

	For the three months ended March 31,
Financial Results (in $000s Except for per Share Amounts):	2021	2020	2019
Mineral Property Cash Expenditures(1)	$3,098	$3,255	$1,001
Net Loss	(33,001)	(1,462)	(1,727)
Total cash used in operating activities(3)	(1,874)	(1,313)	(1,073)
Basic and Diluted Net Loss Per Share (in Dollars)(4)	$(0.05)	$(0.00)	$(0.00)

	March 31,	December 31,	December 31,
Financial Position (in $000s):	2021	2020	2019
Cash and Cash Equivalents	$39,174	$28,901	$5,902
Working Capital(2)	19,893	9,201	5,780
Investments	13,907	18,425	1,775
Mineral Properties	186,761	179,429	252,815
Investment in Treasury Metals Inc.	39,867	63,812	-

Total Assets	287,856	301,213	268,020
Total Non-current Liabilities	$32,522	$16,835	$3,139

(1)

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

(2)

This is a non-IFRS measurement with no standardized meaning under IFRS 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”.

(3)

Per the consolidated statement of cash flows in each corresponding period.

(4)

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.

Net Loss - Fluctuations in net loss are typically caused by non-cash items. Removing the impact of these non-cash items illustrates that the income statement loss on operational activities is relatively consistent over the periods presented at an average of approx. $1.4 million.

Cash and Cash Equivalents - the increase in 2021 was primarily attributable to proceeds from the sales of shares of First Majestic Silver Corp. (“First Majestic”) pursuant to the silver purchase agreement that First Mining entered into with First Majestic on June 10, 2020 (the “Silver Purchase Agreement”) and the cash payment from the second tranche of the Silver Purchase agreement, partially offset by cash used in operational activities (Statement of Net Loss) and investing activities at the projects (Statement of Financial Position). See the section in this MD&A entitled “Financial Condition, Liquidity and Capital Resources”.

Total Assets – decreased mainly due to the decline in non-current assets because of non-cash impairments resulting from a decline in the fair value of the equity accounted investment in Treasury Metals.

Page 4

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

ONTARIO MINERAL PROPERTY PORTFOLIO LOCATIONS (1)

(1)

Pickle Crow is subject to the Auteco Earn-In Agreement pursuant to which Auteco is the operator of the project and may acquire up to an 80% interest in PC Gold, First Mining’s wholly-owned subsidiary that owns the project.

Page 5

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

MINERAL PROPERTY PORTFOLIO GOLD RESERVES (1)

The Springpole Gold Project is the only 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 Reserves for the Springpole Gold Project are shown below (for further details, see the technical report entitled “NI 43-101 Technical Report and Pre-Feasibility Study on the Springpole Gold Project, Ontario Canada” dated February 26, 2021, which is available under First Mining’s SEDAR profile at www.sedar.com):

Springpole Proven and Probable Reserves

Category	Tonnes (Mt)	Grade Au (g/t)	Grade Ag (g/t)	Contained Metal Au (Moz)	Contained Metal Ag (Moz)
Proven	0.0	0.0	0.0	0.0	0.0
Probable	121.6	0.97	5.23	3.8	20.5
Total	121.6	0.97	5.23	3.8	20.5

Notes:

(1)

The Mineral Reserve estimate has an effective date of December 30, 2020 and is based on the Mineral Resource estimate that has an effective date of July 30, 2020.

(2)

The Mineral Reserve estimate was completed under the supervision of Gordon Zurowski, P.Eng., of AGP, a Qualified Person as defined under National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

(3)

Mineral Reserves are stated within the final design pit based on a US$878/oz gold (“Au”) pit shell with a US$1,350/oz Au price for revenue.

(4)

The equivalent cut-off grade was 0.34 g/t Au for all pit phases.

(5)

The mining cost averaged $2.75/t mined, processing cost averaged $14.50/t milled, and the G&A cost averaged $1.06/t milled. The process recovery for gold averaged 88% and the silver recovery was 93%.

(6)

The exchange rate assumption applied was $1.30 equal to US$1.00.

Page 6

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

MINERAL PROPERTY PORTFOLIO GOLD RESOURCES (1)

Project	Tonnes	Gold Grade (g/t)	Silver Grade (g/t)	Contained Gold Ounces (oz)	Contained Silver Ounces (oz)
Measured Resources
Cameron Gold Project(2)	3,360,000	2.75	-	297,000	-
Duparquet Gold Project(3)	18,470	1.52	-	901	-
Indicated Resources
Springpole Gold Project(4)	151,000,000	0.94	5.00	4,600,000	24,300,000
Hope Brook Gold Project	5,500,000	4.77	-	844,000	-
Cameron Gold Project(5)	2,170,000	2.40	-	167,000	-
Duparquet Gold Project(3)	7,122,070	1.73	-	396,134	-
Duquesne Gold Project	1,859,200	3.33	-	199,161	-
Inferred Resources
Springpole Gold Project(4)	16,000,000	0.54	2.80	300,000	1,400,000
Hope Brook Gold Project	836,000	4.11	-	110,000	-
Cameron Gold Project(6)	6,535,000	2.54	-	533,000	-
Pickle Crow Gold Project(7)	9,452,000	4.10	-	1,230,500	-
Duparquet Gold Project(3)	4,066,284	1.85	-	242,312	-
Duquesne Gold Project	1,563,100	5.58	-	280,643	-
Pitt Gold Project	1,076,000	7.42	-	257,000	-

Total Measured Resources	3,378,470	2.74	-	297,901	-
Total Indicated Resources	167,651,270	1.14	5.00	6,206,295	24,300,000
Total Measured and Indicated Resources	171,029,740	1.18	5.00	6,504,196	24,300,000
Total Inferred Resources	39,528,384	2.32	2.80	2,953,455	1,400,000

(1)

The Mineral 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 or in the Company’s AIF for the year ended December 31, 2020, which is available under the Company’s SEDAR profile at www.sedar.com.

(2)

Comprised of 2,670,000 tonnes of pit-constrained (0.55 g/t Au cut-off) Measured Mineral Resources at 2.66 g/t Au, and 690,000 tonnes of underground (2.00 g/t Au cut-off) Measured Mineral Resources at 3.09 g/t Au.

(3)

The Company owns 100% of the Central Duparquet Property, and a 10% indirect interest in the Duparquet Gold Project. The Measured, Indicated and Inferred Mineral Resources for Duparquet shown in the above table reflect both of these ownership interests.

(4)

Springpole Mineral Resources are inclusive of Mineral Reserves. Open pit mineral resources are reported at a cut-off grade of 0.30 g/t Au. Cut-off grades are based on a price of US$1,550/oz Au and $20/oz silver (“Ag”), and processing recovery of 88% Au and 93% Ag. The estimated Life of Mine (“LOM”) strip ratio for the resource estimate is 2.36. Silver Mineral Resources shown in separate column with grade representing g/t Ag, and contained ounces representing Ag.

(5)

Comprised of 820,000 tonnes of pit-constrained (0.55 g/t Au cut-off) Indicated Mineral Resources at 1.74 g/t Au, and 1,350,000 tonnes of underground (2.00 g/t Au cut-off) Indicated Mineral Resources at 2.08 g/t Au.

(6)

Comprised of 35,000 tonnes of pit-constrained (0.55 g/t Au cut-off) Inferred Mineral Resources at 2.45 g/t Au, and 6,500,000 tonnes of underground (2.00 g/t Au cut-off) Inferred Mineral Resources at 2.54 g/t Au.

(7)

Comprises 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 stoping 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 metre.

Page 7

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

MINERAL PROPERTY PORTFOLIO REVIEW

First Mining has properties located in Canada and the United States. The following section discusses the Company’s priority and other significant projects.

As at March 31, 2021 and December 31, 2020, the Company had capitalized the following acquisition, exploration and evaluation costs to its mineral properties:

				(in $000s)
	Springpole	Cameron	Duquesne/ Pitt	Hope Brook	Pickle Crow	Goldlund	Others (1)	Total
Balance December 31, 2019	$76,775	$27,374	$7,217	$20,071	$19,263	$98,894	$3,221	$252,815
2020 acquisition and capitalized net expenditures	11,132	4,501	12	541	5,723	1,609	64	23,582
Disposal, impairment or reclassification	-	-	-	-	-	(100,503)	3,535	(96,968)
Balance December 31, 2020	$87,907	$31,875	$7,229	$20,612	$24,986	$-	$6,820	$179,429
2021 acquisition and capitalized net expenditures	3,738	99	4	84	3,297	-	110	7,332
Disposal, impairment or reclassification	-	-	-	-	-	-	-	-
Balance March 31, 2021	$91,645	$31,974	$7,233	$20,696	$28,283	$-	$6,930	$186,761

(1)

Other mineral properties as at March 31, 2021 and December 31, 2020 include: the mining claims and concessions located in the Township of Duparquet, Quebéc, which are near the Company’s Duquesne gold project;); Swain Post property in northwestern Ontario which is near the Company’s Springpole Gold Project (property under option agreement from Exiro Minerals Corp.); a 1.5% NSR royalty under the terms of the Treasury Share Purchase Agreement (defined in Note 5 to the condensed interim consolidated financial statements for the three months ended March 31, 2021), which was reclassified from “Goldlund” to “Others” during the year ended December 31, 2020; and, the Turquoise Canyon property in Nevada (property under option to a private company, Momentum Minerals Ltd.)

CANADIAN GOLD PROJECTS

Springpole Gold Project, Ontario

The Springpole Gold Project covers an area of 41,943 hectares in northwestern Ontario, consisting of 30 patented mining claims, 282 contiguous mining claims and thirteen mining leases. The 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 72-person onsite camp, winter road access, a logging road within 15km of the camp, and nearby power lines within 40 km. The Springpole Gold Project is located within an area that is covered by Treaty Three and Treaty Nine First Nations Agreements. With approximately 4.6 million ounces of gold and 24 million ounces of silver in the indicated resource category, Springpole Gold Project is one of the largest undeveloped gold projects in Ontario1.

During the three months ended March 31, 2021, the most significant expenditures at the Springpole Gold Project were:

●

$672,000 in connection with ongoing environmental permitting and community consultations;

●

$639,000 in connection with drilling activities;

●

$622,000 in connection with the Springpole PFS;

●

$429,000 for site employees’ and contractors’ salaries and management salary allocations; and

●

$286,000 in connection with fuel charges.

1 Source: S&P Market Intelligence database as of April 16, 2021. Ranking among undeveloped primary gold resources per jurisdiction.

Page 8

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

During the three-months ended March 31, 2021, and up to the date of this MD&A, the most significant operational developments at the Springpole Gold Project were:

Completion of Pre-Feasibility Study

On January 20, 2021, First Mining announced the results of a positive PFS for the Springpole Gold Project. The PFS evaluates recovery of gold and silver from a 30,000 tonne-per-day (“tpd”) open pit operation at Springpole, with a process plant that will include crushing, grinding, and flotation, with fine grinding of the flotation concentrate and agitated leaching of both the flotation concentrate and the flotation tails followed by a carbon-in-pulp recovery process to produce doré bars. For full details regarding the PFS for the Springpole Gold Project, see the technical report, entitled “NI 43-101 Technical Report and Pre-Feasibility Study on the Springpole Gold Project, Ontario Canada” dated February 26, 2021, which was prepared by AGP Mining Consultants Inc. (“AGP”) in accordance with NI 43-101 and is available under First Mining’s SEDAR profile at www.sedar.com.

PFS Highlights

●

US$1.5 billion pre-tax NPV5% at US$1,600 per ounce (“oz”) Au, increasing to US$1.9 billion at US$1,800/oz Au

●

US$995 million post-tax NPV5% at US$1,600/oz Au, increasing to US$1.3 billion at US$1,800/oz Au

●

36.4% pre-tax IRR; 29.4% after-tax IRR at US$1,600/oz Au

●

LOM of 11.3 years, with primary mining and processing during the first 9 years and processing lower-grade stockpiles for the balance of the mine life

●

After-tax payback of 2.4 years

●

Declaration of Mineral Reserves: Proven and Probable Reserves of 3.8 Moz Au, 20.5 Moz Ag (121.6 Mt at 0.97 g/t Au, 5.23 g/t Ag)

●

Initial capital costs estimated at US$718 million, sustaining capital costs estimated at US$55 million, plus US$29 million in closure costs

●

Average annual payable gold production of 335 koz (Years 1 to 9); 287 koz (LOM)

●

Total cash costs of US$558/oz (Years 1 to 9); and US$618/oz (LOM)(1)

●

All-in sustaining costs (“AISC”) of US$577/oz (Years 1 to 9), and AISC US$645 (LOM)(2)

Note: Base case parameters assume a gold price of US$1,600/oz and a silver price of US$20/oz, and an exchange rate ($ to US$) of 0.75. All currencies in the PFS are reported in U.S. dollars unless otherwise specified. NPV calculated as of the commencement of construction and excludes all pre-construction costs.

(1) Total cash costs consist of mining costs, processing costs, mine-level general and administrative (“G&A”) costs, treatment and refining charges and royalties.

(2) AISC consists of total cash costs plus sustaining and closure costs.

Economic Sensitivities

The economics and cash flows of the Springpole Gold Project are highly sensitive to changes to the gold price.

Springpole Economic Sensitivity to Gold Price (base case in bold)

Gold Price (US$/oz)	$1,400	$1,600	$1,800	$2,000
Pre-Tax NPV5%	US$1.04 billion	US$1.48 billion	US$1.92 billion	US$2.36 billion
Pre-Tax IRR	28.9%	36.4%	43.2%	49.5%
After-Tax NPV5%	US$690 million	U$995 million	$1.30 billion	$1.60 billion
After-Tax IRR	23.3%	29.4%	35.0%	40.1%

Page 9

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

Springpole Economic Sensitivity to Initial Capital Costs (base case in bold)

Initial Capital Costs	+10%	US$718 million	-10%
Pre-Tax NPV5%	US$1.34 billion	US$1.48 billion	US$1.61 billion
Pre-Tax IRR	30.1%	36.4%	44.1%
After-Tax NPV5%	US$875 million	US$995 million	US$1,102 million
After-Tax IRR	23.8%	29.4%	36.3%

Springpole Economic Sensitivity to Operating Costs (base case in bold)

Operating Costs	+10%	US$2.21 billion	-10%
Pre-Tax NPV5%	US$1.33 billion	US$1.48 billion	US$1.63 billion
Pre-Tax IRR	34.1%	36.4%	38.6%
After-Tax NPV5%	US$890 million	US$995 million	US$1,098 million
After-Tax IRR	27.6%	29.4%	31.3%

The Mineral Resources defined in the PFS do not reflect the significant opportunities that are available for resource expansion or discovery of additional ore bodies in the Springpole district, and readers are cautioned that Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. First Mining believes that the Springpole Gold Project has several avenues for resource expansion, both within the existing property footprint and regionally in the under-explored Birch Uchi Greenstone belt. First Mining plans to undertake approximately 10,000 m of diamond drilling at the Springpole Gold Project in 2021 for metallurgy, exploration, condemnation, and geotechnical purposes, and will continue to review other exploration opportunities in the area. As at March 31, 2021, approximately 3,000 m of mostly met drilling have been completed.

Project Enhancement Opportunities

The PFS identified several opportunities to enhance the economics of the Springpole Gold Project, and they will be investigated as First Mining continues to advance the project. These opportunities include:

●

Existing Resource Upgrades. Inferred Mineral Resources are contained within the existing pit design, and with additional infill drilling, these resources may potentially support conversion of some or all of this material into Indicated Mineral Resources that could be converted to Probable Mineral Reserves and evaluated in a Feasibility Study (“FS”).

●

Mine Plan Optimization. Refined pit optimization parameters could result in better optimized open pit limits which could reduce the overall strip ratio.

●

Process Optimization. Continued efforts to investigate opportunities to improve the metal recoveries through further metallurgical testing and refining milling processes, as well as other process optimizations.

●

Further Geotechnical Studies. A better hydrogeological and geotechnical understanding may increase pit slope angles, potentially reducing costs associated with mining waste material.

●

Additional Mineralization. There are geophysical and geological targets in the area around the current resource, where additional drilling has the potential to identify additional mineralization that could support Mineral Resource estimation with upside potential for the LOM.

Page 10

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

Silver Stream transaction with First Majestic Silver Corp.

On June 10, 2020, First Mining entered into the Silver Purchase Agreement with First Majestic pursuant to which First Majestic has agreed to pay First Mining total consideration of US$22.5 million (the “Advance Payment”), in the following three tranches, for the right to purchase 50% of the payable silver produced from the Springpole Gold Project for the life of the project (the “Silver Stream”):

●

US$10 million payable on closing the transaction, with US$2.5 million payable in cash and the remaining US$7.5 million to be satisfied by the issuance to First Mining of 805,698 common shares of First Majestic (the “First Majestic Shares”);

●

US$7.5 million payable upon First Mining publicly announcing the completion of a positive PFS for the Springpole Gold Project, with US$3.75 million payable in cash and US$3.75 million payable in First Majestic Shares based on the 20-day volume-weighted average trading price (“VWAP”) of the First Majestic Shares on the TSX at the time; and

●

US$5 million payable upon First Mining receiving approval of a Federal or Provincial Environmental Assessment for the Springpole Gold Project, with US$2.5 million payable in cash and US$2.5 million payable in First Majestic Shares (based on 20-day VWAP of the First Majestic Shares on the TSX at the time).

The transaction closed on July 2, 2020, and upon closing the transaction, First Mining issued 30 million common share purchase warrants (“First Mining Warrants”) to First Majestic pursuant to the terms of the Silver Purchase Agreement. Each First Mining Warrant entitles First Majestic to purchase one First Mining Share at an exercise price of $0.40 for a period of five years.

As of the date of this MD&A, the first two cash and share payments set out above, totalling US$17.5 million, have been paid to First Mining by First Majestic.

In the event of default, First Majestic may terminate the Silver Purchase Agreement and the Advance Payment received by First Mining at that time would become repayable. The Silver Stream has an initial term of 40 years from July 2, 2020. The term is automatically extended by successive 10-year periods as long as the life of mine continues for the Springpole Gold Project.

Upon receipt of its share of silver production, First Majestic will make cash payments to First Mining for each ounce of silver paid to First Majestic 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, subject to a price cap of US$7.50 per ounce of silver (the “Price Cap”). The Price Cap is subject to 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 will primarily be used to advance the Springpole Gold Project through the PFS/FS process and will also be used to advance the project through the federal and provincial environmental assessment (“EA”) processes.

Environmental Permitting and Baseline Data

First Mining made key strategic additions to its Environment and Community Relations team in 2020 to ensure that we have the proper resources for the permitting and community relations work for the Springpole Gold Project. Steve Lines joined First Mining as Vice President, Environment and Community Relations on December 1, 2020, and has already built an expert team at the Company with extensive experience in Ontario’s EA process. The team brings across significant experience from Greenstone Gold Mines’ Hardrock project which was subject to the same federal and provincial EA process that is currently underway for Springpole, and they bring further permitting and regulatory experience from similar in-lake open pit mines in Canada including the Meadowbank Gold Mine and Gahcho Kué Diamond Mine. First Mining believes that the experience, expertise and relationships of Mr. Lines and his team will contribute significantly to the ongoing de-risking of the Springpole Gold Project.

First Mining, and its predecessor Gold Canyon Resources, have been actively collecting environmental baseline data necessary to support an EA for the Springpole Gold Project since 2010. The studies, both completed and ongoing, are focused on characterizing all relevant biological and physical components of the aquatic and terrestrial environments that may be impacted by, and may interact with, the project.

First Mining continues to advance the Springpole Gold Project through the federal and provincial EA processes. The Company’s goal is to prepare a coordinated EA document that meets the federal and provincial requirements. Community consultation and engagement with local Indigenous communities and other stakeholders is important to First Mining and will remain on-going through the EA process.

First Mining plans to advance the development of the coordinated EA document in 2021 in accordance with the federal EIS Guidelines and the provincial EA Terms of Reference.

Page 11

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

The Springpole permitting timeline is as follows:

The final EIS guidelines outline federal information requirements for the preparation of an EIS and were prepared after taking into consideration comments received from federal departments, the Ontario provincial ministry, Indigenous groups and the general public. Currently, the Company is collecting environmental baseline data and other information to prepare an EIS for Springpole. The Company chose to continue to stay in the Canadian Environmental Assessment Act, 2012 permitting process and not move to the newly enacted Impact Assessment Act process.

Page 12

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

Regional land acquisitions

On February 18, 2021, the Company entered into a three-year option agreement pursuant to which First Mining may earn a 100% interest in Exiro’s Swain Post property located in northwestern Ontario through future cash and share payments of approximately $250,000 to Exiro during the term of the option, and by completing all assessment work requirements on the property during the option term. The Swain Post property comprises 237 single cell mining claims covering nearly 5,000 hectares. It is located approximately 5 km west of First Mining’s western-most property boundary at Springpole.

On April 29, 2021, the Company entered into an earn-in agreement which gives First Mining the option to earn a 70% interest in the Swain Lake project by making cash payments totaling $200,000 and share payments totaling $425,000, and by incurring at least $500,000 worth of expenditures on the Swain Lake Property during the first 3 years of the earn-in term. Upon completing the first stage of the earn-in, First Mining will hold a 70% interest in the Swain Lake Property and will have an additional period of 2 years within which to acquire the remaining 30% of the project by paying $1 million to Whitefish and issuing $1 million worth of First Mining shares.

The Swain Lake Property comprises of 82 single cell mining claims covering 1,640 hectares. It is located approximately 2 km from First Mining’s western-most property boundary at Springpole and immediately to the east of the Swain Post property.

Page 13

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

Cameron Gold Project, Ontario

The Cameron Gold Project covers an area of 49,574 hectares in northern Ontario and comprises 24 patented claims, 1,790 mining claims, 4 mining leases, and 7 Licenses of Occupation. The Cameron Gold Project deposit is a greenstone‐hosted gold deposit and the mineralization is mainly hosted in mafic volcanic rocks within a northwest trending shear zone (Cameron Lake Shear Zone) which dips steeply to the northeast. A technical report for the Cameron Gold Project titled “Technical Report on the Cameron Gold Deposit, Ontario, Canada” and dated January 17, 2017, was prepared by Optiro Pty Limited in accordance with NI 43-101 and is available under the Company’s SEDAR profile at www.sedar.com. There is year-round road access to the property from the nearby highway and power lines within 20 km.

During the three months ended March 31, 2021, the most significant expenditures at the Cameron Gold Project were:

●

$18,000 for site employees’ salaries and management salary allocations; and

●

$18,000 in connection with exploration and technical consulting.

On December 3, 2020, the Company entered into an asset purchase agreement with Metalore to acquire the East Cedartree claims. The transaction closed on December 9, 2020. Under the terms of the transaction, First Mining paid Metalore $3 million in cash and issued 3 million First Mining Shares to Metalore. The East Cedartree claims contain an existing Mineral Resource estimate that was prepared in accordance with NI 43-101 and they encompass a highly favourable geological setting for new gold discoveries in close proximity to the existing deposits at the Company’s Cameron and West Cedartree properties. The acquisition of the East Cedartree claims consolidates First Mining’s land holdings at Cameron into a single contiguous block and adds a further 3,200 hectares to the 49,574 hectares that First Mining already holds in the district. As a result of the acquisition of the East Cedartree claims, the Cameron Gold Project now covers an area of 52,774 hectares and comprises 24 patented claims, 2,002 mining claims, 4 mining leases, and 7 Licenses of Occupation.

Plans at Cameron for 2021 include approximately 4,000 metres of drilling to extend local understanding and identify new drill targets on the project and in particular at the recently acquired East Cedartree claims, plus continued local community consultations and ongoing environmental permitting activities.

Pickle Crow Gold Project, Ontario

The Pickle Crow Gold Project covers an area of 19,033 hectares and comprises 104 patented claims and 932 mining claims. The area is located in northwestern Ontario and is covered by the Treaty Nine First Nations Agreement. A technical report for the Pickle Crow Gold Project titled “An Updated Mineral Resource Estimate for the Pickle Crow Property, Patricia Mining Division, Northwestern Ontario, Canada” and dated June 15, 2018, was prepared by Micon International Limited in accordance with NI 43-101 and is available under the Company’s SEDAR profile at www.sedar.com. Extensive infrastructure in place or proximal to the Pickle Crow Gold Project includes a 200 tpd gravity mill on site, generators and fuel storage and gravel road access to the property, and the property is within 10 km of a regional airport at Pickle Lake. The Pickle Crow Gold Project was a former high-grade operating mine until the late 1960s.

During the three months ended March 31, 2021, the most significant expenditures at the Pickle Crow Gold Project were:

●

$3,500,000 in exploration and environmental expenditures predominantly incurred by Auteco under the terms of the Auteco Earn-in Agreement;

●

$21,000 in mineral land taxes; and

●

$5,000 for site employees’ salaries and management salary allocations.

Page 14

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

Earn-In Agreement with Auteco Minerals

On March 12, 2020, the Company and Auteco executed the Auteco Earn-In Agreement, pursuant to which Auteco can earn an 80% interest in PC Gold, First Mining’s wholly-owned subsidiary that owns Pickle Crow , through a two-stage earn-in over five years by incurring a total of $10.0 million in qualifying expenditures, issuing up to 125 million shares of Auteco to First Mining and making a $4.1 million cash payment to First Mining. First Mining will retain a 2.0% NSR royalty on Pickle Crow, of which 1.0% can be bought back by Auteco for US$2.5 million. A more detailed summary of the earn-in arrangement is set out in the news release dated March 12, 2020.

During the year ended December 31, 2020, the Company received the scheduled cash consideration of $100,000 and 25,000,000 shares of Auteco with a fair value on receipt of $740,000 under the terms of the Auteco Earn-in Agreement. In the three-months ended March 31, 2021, Auteco confirmed to the Company that it has completed the Stage 1 earn-in exploration spend of $5,000,000. Auteco will hold a meeting of its shareholders in May 2021 to approve the issuance of 100,000,000 Auteco shares to First Mining, and it will apply to the Australian Securities Exchange (the “ASX”) for listing approval for such shares. First Mining expects to receive the 100,000,000 Auteco shares by the end of May 2021, and upon receipt of such shares, Auteco will earn a 51% interest in PC Gold, First Mining’s wholly-owned subsidiary that owns Pickle Crow, per the terms of the Auteco Earn-in Agreement. In addition, once the 100,000,000 Auteco shares have been issued to First Mining, the parties will execute the Auteco JV Agreement in respect of PC Gold. Auteco will have a two-year follow-on period, commencing as of the date of execution of the Auteco JV Agreement, within which to acquire an additional 19% interest in PC Gold per the Stage 2 Earn-In, in accordance with the terms of the Auteco Earn-In Agreement.

In addition, upon completion of the Stage 2 Earn-In, Auteco will have an option to acquire an additional 10% equity interest in PC Gold, exercisable any time following completion of the Stage 2 Earn-In, by paying First Mining $3,000,000 in cash. First Mining’s residual 20% interest in PC Gold (and thereby, Pickle Crow) will be carried until a construction decision in respect of Pickle Crow, which is to be made after a final feasibility study and following Auteco having arranged sufficient financing to achieve commercial production. If Auteco should fail to meet such requirements within the applicable time periods, the Auteco Earn-In Agreement will terminate and Auteco will be entitled to retain any interest which it has earned-in to prior to the date of termination. In May 2020 and July 2020, Auteco raised $5.1 million Australian dollars and $30.4 million Australian dollars, respectively, in equity placements from Australian and overseas investors to fund the expenditure requirements at Pickle Crow.

On February 28, 2019, the Company received a letter from the Acting Director, Mine Rehabilitation, at the Ontario Ministry of Energy, Northern Development and Mines (“MENDM”), which required the Company to submit a schedule for the development of a closure plan amendment for the Pickle Crow Gold Project. The Company complied with the requirement and submitted the schedule for the development of a closure plan amendment on March 29, 2019. The submission of a closure plan amendment complete with cost estimates was initially due on November 1, 2019. The Company has been granted an extension and is working with the Ministry towards the filing of the closure plan in 2021. The Company has engaged consultants to assist with developing this plan. Pursuant to the Earn-In Agreement, Auteco is required to reimburse the Company for a pro rata amount of its expenses with respect to any related bond requirements for the mine closure plan once it has completed the Stage 1 Earn-In, which will result in Auteco owning 51% of the Pickle Crow Gold Project.

Hope Brook Gold Project, Newfoundland

The Hope Brook Gold Project covers an area of 26,650 hectares in Newfoundland, including six mineral licenses, with a deposit hosted by pyritic silicified zones occurring within a deformed, strike-extensive advanced argillic alteration zone. A technical report for the Hope Brook Gold Project titled “2015 Mineral Resource Estimate Technical Report for the Hope Brook Gold Project, Newfoundland and Labrador, Canada” and dated November 20, 2015, was prepared by Mercator Geological Services Limited in accordance with NI 43-101 and is available under the Company’s SEDAR profile at www.sedar.com.

During the three months ended March 31, 2021, the most significant expenditures at the Hope Brook Gold Project were:

●

$22,000 for site employees’ salaries and management salary allocations; and

●

$20,000 for an advanced royalty payment.

The resource covers 1.5 km of an 8 km mineralized structure. Substantial infrastructure at the property includes a ramp to 350 metres (“m”) below surface with vent raise, line-power to site, commercial barge and landing craft ramp, air strip, and a strong local labour force. The Hope Brook Gold Project was a former operating gold mine that produced 752,163 oz Au from 1987 to 1997.

Earn-In Agreement with Big Ridge Gold

On April 6, 2021, First Mining announced that it had entered into the Big Ridge Earn-In Agreement with Big Ridge pursuant to which Big Ridge may earn up to an 80% interest in Hope Brook.

Pursuant to the agreement, Big Ridge can earn an 80% interest in Hope Brook through a two-stage earn-in over five years by incurring a total of $20 million in qualifying expenditures, issuing up to 36,500,000 shares of Big Ridge to First Mining and making a $500,000 cash payment to First Mining. First Mining will retain a 1.5% NSR royalty on Hope Brook, of which 0.5% can be bought back by Big Ridge for $2 million. First Mining will also have the right to nominate one member to the Board of Directors of Big Ridge (the “Big Ridge Board”) on closing, and thereafter First Mining will be entitled to have one of its nominees on the Big Ridge Board for so long as First Mining owns at least 10% of the issued and outstanding shares of Big Ridge. A more detailed summary of the Big Ridge Earn-In Agreement is set out in our April 6, 2021 news release.

The transaction with Big Ridge is subject to customary closing conditions, including the receipt by Big Ridge of the approval of the TSX Venture Exchange, and is expected to close in Q2 2021.

Page 15

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

Other Mineral Properties and Mineral Property Interests

The following table sets out the Company’s remaining projects by region. These projects are 100%-owned by the Company with the exception of the Duparquet Gold Project in which the Company has a 10% indirect ownership interest in the Duparquet Gold Project and a 100% interest in the Central Duparquet Property.

Canada	USA
Duquesne, Québec (1)	Turquoise Canyon, Nevada (2)
Pitt, Québec
Duparquet, Québec
Joutel, Québec
Morris, Québec
Horseshoe Island, Ontario
Swain Post, Ontario (3)
Swain Lake, Ontario (4)

(1)

In connection with an agreement entered into by Clifton Star Resources Inc. ("Clifton Star") on July 31, 2012, prior to its acquisition by First Mining, Clifton Star purchased 0.5% of a 3% NSR royalty on the Duquesne Gold Project for $1,000,000 in cash. Per the terms of this agreement, beginning June 2019, the remaining 2.5% NSR must be purchased over the ensuing five years in tranches of 0.5% for $1,000,000 for each tranche. Management is currently in discussions with the royalty owners regarding potential amendments to the timing and amount of any future payments related to this royalty repurchase.

(2)

Property under option to a private company, Momentum Minerals Ltd., in which the Company has approximately 10% ownership.

(3)

Property under option from Exiro, a private company.

(4)

Property under option from Whitefish Exploration Inc, a private company.

Mineral Property Interest – Duparquet Gold Project, Québec

The Company, through its wholly-owned subsidiary Clifton Star, has a 10% equity interest in the shares of Beattie Gold Mines Ltd., 2699681 Canada Ltd., and 2588111 Manitoba Ltd. which directly or indirectly own various mining concessions and surface rights, collectively known as the Duparquet Gold Project.

The Duparquet Gold Project has a large open-pittable resource, as well as underground and tailings resource. The Company’s interest in the Duparquet Gold Project was acquired through our acquisition of Clifton Star in 2016. The Duparquet Gold Project covers an area of 1,147 hectares and is located in the Abitibi Region of Québec, one of the world's most prolific gold producing regions. A technical report for the Duparquet Gold Project entitled “Technical Report and Prefeasibility Study for the Duparquet Project” and with an effective date of March 26, 2014, was completed by InnovExplo in accordance with NI 43-101 and was filed on SEDAR by Clifton Star on May 23, 2014. The 2014 PFS for the Duparquet Gold Project includes pre-production capital costs of $394 million, a pay-back period of 4.3 years and pre-tax NPV5% of $222 million at US$1,300 per ounce of gold.

In addition to the 10% indirect interest in the Duparquet Gold Project, the Company also holds a 100% interest in the adjoining Central Duparquet Property, which was purchased on January 20, 2017. This additional ground comprises 16 claims covering 339 ha. Infrastructure includes site roads, access to electrical power 15 km away, tailings storage facility and water management solutions and ancillary site buildings.

Page 16

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

Québec Mineral Property Portfolio Locations

Page 17

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

NSRs owned by or available to First Mining

Through recent transactions, First Mining has created the following portfolio of eighteen existing and potential NSR royalties on certain of our mineral properties and property interests. The Company is currently evaluating potential strategic opportunities available to enhance and optimize the value of royalty portfolio.

Royalty	NSR Rate	Key Terms
Pickle Crow (Ontario, Canada)	2.00%	1.00% buy-back for US$2.5 million
Hope Brook (Newfoundland, Canada)	1.50%	0.5% buy-back for $2.0 million
Goldlund (Ontario, Canada)	1.50%	0.5% buy-back for $5.0 million
Mexican Projects (1) (11 including Las Margaritas)	1.00%	1.00% buy-back for US$1.0 million on each project
Turquoise Canyon (Nevada, USA)	2.00%	1.00% buy-back for US$1.0 million
Ronguen (Burkina Faso)	1.00%	1.00% buy-back for US$1.0 million
Pompoi (Burkina Faso)	1.50%	1.50% buy-back for $1.5 million
Lac Virot Iron Ore (Labrador, Canada)	2.00%	1.00% buy-back for $1.0 million

(1)

The Mexican projects NSRs include: Sonora - Miranda, Apache, Socorro, San Ricardo, Los Tamales, Puertecitos, Batacosa; Durango – Las Margaritas; Oaxaca – Geranio, Lachatao, El Roble.

Note that the Pickle Crow NSR in the above table will only be granted to us upon Auteco successfully completing its Stage 2 Earn-in. Similarly, the Hope Brook NSR in the above table will only be granted to us upon Big Ridge successfully completing its Stage 1 Earn-in. Neither of these two NSRs are in existence as of the date of this MD&A.

For further information on all of the Company’s mineral properties, see the Company’s AIF for the year ended December 31, 2020 which is available under the Company’s SEDAR profile at www.sedar.com, as an exhibit to the Company’s Form 40-F on EDGAR at www.sec.gov.

SELECTED QUARTERLY FINANCIAL INFORMATION

Financial Results (in $000s Except for per Share Amounts):
	2021-Q1	2020-Q4	2020-Q3	2020-Q2	2020-Q1	2019-Q4	2019-Q3	2019-Q2
Net Income (Loss)	$(33,001)	$530	$(12,352)	$(19,531)	$(1,462)	$(2,274)	$(1,643)	$(1,315)
Impairment of non-current assets	23,555	-	2,372	22,498	-	-	341	-
Total cash used in operating activities (2)	(1,874)	(725)	(1,056)	(1,128)	(1,313)	(1,037)	(1,349)	(741)
Basic and Diluted Net Loss Per Share (in dollars) (3)	(0.05)	0.00	(0.02)	(0.03)	(0.00)	(0.00)	(0.01)	(0.00)

Financial Position (in $000s):
Cash and Cash Equivalents	39,174	28,901	32,477	6,475	10,497	5,902	5,687	8,396
Working Capital(1)	19,893	9,201	14,324	8,596	9,946	5,780	8,360	10,627
Investments	13,907	18,425	24,016	5,601	1,398	1,775	3,503	2,979
Mineral Properties	186,761	179,429	168,188	159,630	256,532	252,815	248,509	246,411
Investment in Treasury Metals Inc.	39,867	63,812	62,833	-	-	-	-	-
Non-current Assets Held for Sale	-	-	-	77,993	-	-	-	-

Total Assets	287,856	301,213	296,343	258,044	276,776	268,020	263,470	263,381
Total Non-Current Liabilities	$32,522	$16,835	$15,332	$1,959	$3,306	$3,139	$-	$-

(1)

These are non-IFRS measures with no standardized meaning under IFRS. For further information and a detailed reconciliation, please refer to the section in this MD&A titled “Non-IFRS Measures”.

(2)

Per the consolidated statements of cash flows in each of the corresponding periods presented.

(3)

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 in all periods.

Page 18

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

Key trends in the quarterly results are as follows

Net loss - quarter to quarter fluctuations are typically due to the timing of non-cash items. Share-based payments expense, which fluctuates due to the timing and number of stock option grants together with the associated fair value dollar amount calculated at the time of the grant, is one of the more common examples. In addition to non-recurring impairment charges which are required as and when facts dictate, the other key non-cash items are fair value movements on the Silver Stream derivative liability and certain investments based on underlying market prices at period end. As can be seen in the table above, the fluctuation in cash used in operating activities does not tend to vary nearly as much as net loss.

Cash and cash equivalent – fluctuations are principally due to the amount and timing of cash used to fund investing activities at the Company’s mineral property portfolio, offset by the success of financings provided by private placements, public offerings, and the exercise of options and warrants to support such activities.

Total assets – quarterly changes are the direct result of fluctuations described above in cash and cash equivalent and investments in the current asset category, and due to mineral property expenditure additions and more recently the equity loss and impairments of investment in Treasury Metals in the non-current asset category.

Non-current liabilities – changes occur predominantly due to the Silver Stream derivative liability which is measured at fair value at each period end date.

RESULTS OF CONTINUING OPERATIONS

Unless otherwise stated, the following financial data was prepared on a basis consistent with IFRS and extracted from the Company’s unaudited condensed interim consolidated financial statements:

First Quarter 2021 Compared to First Quarter 2020

For the three months ended March 31, 2021, net loss for the period has increased by $31,539,000 compared to the three months ended March 31, 2020. The most significant components of this overall change are explained by the following:

Income Statement Category	Variance between Periods - (Increase) decrease	Explanation
Loss from operational activities
General and administration	$(598,000)	Increase is primarily due to higher share-based payment expense as a result of the number of grants and fair value of grants being higher when compared to the prior year. In addition, professional fees were higher due to the increased legal expenditures associated with corporate transactional activities.
Investor relations and marketing communications	$(174,000)	Increase due to increases in marketing expenditures and higher share-based payment expense.
Impairment of non-current assets (non-cash)	$(23,555,000)	Relates to the write-down of the investment in Treasury Metals. The investment is equity accounted and experienced a significant decline in value during the period resulting in an impairment charge.
Other items
Change in fair value on Silver Stream derivative liability (non-cash)	$(6,003,000)	Fair value loss on the silver stream derivative primarily the result of decreases in the estimated credit spread since the prior period.
Investments fair value loss (non-cash)	$(787,000)	Fair value loss primarily the result of declines in the fair value of Treasury Metals warrants, partially offset by a fair value gain on the First Majestic shares received in January 2021 in connection with the Silver Purchase Agreement.
Equity loss from investment in Treasury Metals (non-cash)	$(390,000)	In 2020, the Company recorded an equity investment in Treasury Metals and this loss relates to the Q1 2021 estimated equity loss pick-up for accounting purposes.

Net loss for the period	$(31,539,000)	Predominantly relates to the impairment of non-current assets and the Silver Stream derivative liability fair value change.

Other comprehensive income (loss)
Investments fair value gain (non-cash)	$726,000	The fair value gains on marketable securities recorded through OCI were higher than the prior period.
Mineral property investments fair value loss (non-cash)	$(1,035,000)	The fair value loss on mineral property investments recorded through OCI was higher than the prior period.

Net loss and comprehensive income	$(31,916,000)	Predominantly relates to the impairment of non-current assets and the Silver Stream derivative liability fair value change.

Page 19

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

(in $000s)	Three months ended March 31,
	2021	2020
CASH PROVIDED BY (USED IN)
Operating activities	$(1,874)	$(1,313)
Investing activities	7,489	(3,286)
Financing activities	4,726	9,187
Foreign exchange effect on cash	(68)	7
CHANGE IN CASH AND CASH EQUIVALENTS	10,273	4,595
Working capital(1)	22,114	9,946
Cash and cash equivalents, beginning	28,901	5,902
Cash and cash equivalents, ending	$39,174	$10,497

(1)

Working capital is a non-IFRS measurement with no standardized meaning under IFRS and may not be comparable to similar financial measures presented by other issuers. For further information and a detailed reconciliation, please see the section “Non-IFRS Measures – Working Capital”.

Key reasons for variances from March 31, 2020 to March 31, 2021:

●

The increase of $10,273,000 in cash and cash equivalents was primarily due to cash proceeds from the sale of First Majestic shares and cash received from First Majestic under the terms of the Silver Purchase Agreement, offset by cash used in operating and other investing activities;

●

Cash used in operating activities is comparable between the first quarter 2021 and first quarter 2020;

●

Cash provided by investing activities increased due to the proceeds from the sale of the First Majestic shares which were received in July 2020;

●

Cash provided by financing activities decreased due to the prior period private placement;

●

Working capital increased due to the increase in cash and cash equivalents as discussed above and a decrease in the obligation to distribute investments as a result of the reduced fair value of Treasury Metals shares and warrants.

Trends in Liquidity, Working Capital, and Capital Resources

As at March 31, 2021, the Company had working capital of $22,114,000 (December 31, 2020 – $9,201,000). The Company has no history of revenues from its operating activities. The Company is not in commercial production on any of its mineral properties and accordingly does not generate cash from operations. During the three months ended March 31, 2021, the Company had negative cash flow from operating activities. The Company anticipates it will have negative cash flow from operating activities in future periods for the foreseeable future.

The Company has, in the past and during the year ended December 31, 2020, financed its activities by raising capital through issuances of new shares, other means such as Silver Stream upfront proceeds and/or sales of its investments in other companies. In addition to adjusting spending, disposing of assets and seeking other non-equity sources of financing, the Company will remain reliant on equity markets for raising capital until it can generate positive cash flow from operations to finance its exploration and development programs.

The Company believes it has sufficient cash resources to maintain its mineral properties in good standing for the next twelve months.

Page 20

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

OUTLOOK

We remain focused on advancing the Company’s strategic objectives and near-term milestones, which include the following:

●

Advancing the Springpole EA processes which includes a focus on community, indigenous rights holder and stakeholder consultations.

●

Springpole technical studies, including metallurgical work, geotechnical optimization and further process optimization following the release and publication of the PFS.

●

Springpole exploration drilling to identify and follow-up on regional targets.

●

Cameron drill program (36 holes, 4,100 m) – to extend local understanding and identify new targets. Evaluating our mineral properties in Québec and potential for partnership opportunities.

●

Maintaining a strong balance sheet and cash position to fund investing activities consistent with First Mining’s business strategy.

●

Providing support as needed to partnership projects (Pickle Crow, Goldlund-Goliath, Hope Brook) which will continue to enable the Company to surface value from these direct and indirect interests.

●

Establishing and initiating environmental, social and governance (“ESG”) reporting framework in 2021, including a new Board ESG Committee.

FINANCIAL INSTRUMENTS

All financial instruments are required to be measured at fair value on initial recognition. Fair value is based on quoted market prices unless the financial instruments are not traded in an active market. In this case, the 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 the audited consolidated financial statements for the year ended December 31, 2020, filed on SEDAR at www.sedar.com.

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.

RELATED PARTY TRANSACTIONS

Amounts paid to related parties were incurred in the normal course of business and measured at the exchange amount, which is the amount agreed upon by the transacting parties and on terms and conditions similar to non-related parties. There were no transactions with related parties outside of the ordinary course of business during the period ended March 31, 2021.

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.

Page 21

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

FINANCIAL LIABILITIES AND COMMITMENTS

The Company’s financial liabilities as at March 31, 2021 are summarized as follows:

(in $000s)	Carrying Amount	Contractual Amount	Less than 1 year	1 – 3 years	4 – 5 years	After 5 years
Accounts payable and accrued liabilities	$1,735	$1,735	$1,735	$-	$-	$-
Obligation to distribute investments	21,749	21,749	21,749	-	-	-
Lease liability	527	637	163	334	140	-
Total	$24,011	$24,121	$23,647	$334	$140	$-

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.

Certain Non-IFRS financial measures used in this MD&A and common to the gold mining industry are defined below.

Total Cash Costs and Total Cash Costs per Gold Ounce – Total Cash Costs are reflective of the cost of production. Total Cash Costs reported in the PFS include mining costs, processing, water & waste management costs, on-site general & administrative costs, treatment & refining costs, royalties and silver stream credits. Total Cash Costs per Ounce is calculated as Total Cash Costs divided by total LOM payable gold ounces.

All-in Sustaining Costs (“AISC”) and AISC per Gold Ounce – AISC is reflective of all of the expenditures that are required to produce an ounce of gold from operations. AISC reported in the PFS includes Total Cash Costs, sustaining capital and closure costs. AISC per Ounce is calculated as AISC divided by total LOM payable gold ounces.

In addition, the Company has included non-IFRS measures in the annual and quarterly info tables above, which include working capital (calculated 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. 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 POLICIES

The Company’s significant accounting policies are in accordance with IFRS and are contained in the audited consolidated financial statements for the year ended December 31, 2020. There were no changes in the Company’s accounting policies during the 2021 financial year to date.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions which affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and other factors considered to be reasonable and are reviewed on an ongoing basis. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

Estimation uncertainties are described in the Company’s audited consolidated annual financial statements for the financial year ended December 31, 2020.

Page 22

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

CRITICAL ACCOUNTING JUDGMENTS

The preparation of financial statements requires management to exercise judgment in the process of applying its accounting policies. Judgments are regularly evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. In preparing the Company’s unaudited condensed interim consolidated financial statements for the three months ended March 31, 2021, the Company used the same accounting policies and methods of computation as in the Company’s audited consolidated annual financial statements for the financial year ended December 31, 2020. The following section discusses significant accounting policy judgments which have been made in connection with the condensed interim consolidated financial statements for the three months period ended March 31, 2021:

Mineral Property Impairment Indicators

In accordance with the Company’s accounting policy for mineral properties, exploration and evaluation expenditures on mineral properties are capitalized. There is no certainty that the expenditures made by the Company in the exploration of its property interests will result in discoveries of commercial quantities of minerals. The Company applies judgment to determine whether indicators of impairment exist for these capitalized costs.

Management uses several criteria in making this assessment, including the period for which the Company has the right to explore, expected renewals of exploration rights, whether substantive expenditures on further exploration and evaluation of mineral properties are budgeted, and evaluation of the results of exploration and evaluation activities up to the reporting date.

Impairment of Investment in Associate

With respect to its investment in Treasury Metals, accounted for using the equity method, the Company is required to make estimates and judgments about future events and circumstances and whether the carrying amount of the asset exceeds its recoverable amount. Recoverability depends on various factors, including the identification of economic recoverability of reserves at Treasury Metals’ exploration properties, the ability of Treasury Metals to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition of the Treasury Metals shares themselves. The publicly quoted share price of Treasury Metals is also a source of objective evidence about the recoverable amount of the equity investment.

Milestone Payments per Share Purchase Agreement with Treasury Metals

The Company applied judgment in the determination of whether to recognize the contingent milestone payments in accordance with the Treasury Share Purchase Agreement (defined in Note 4 to the audited consolidated annual financial statements for the financial years ended December 31, 2020 and December 31, 2019). In management’s judgment, there is uncertainty of these milestones being reached. Management considered the expected length of time that may pass before this uncertainty is resolved, as well as the fact that achievement of the milestones is outside of the Company’s control. Therefore, the milestone payments have not been recognized as assets as at December 31, 2020.

ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED

There are no IFRS or International Financial Reporting Interpretations Committee interpretations that are not yet effective that would be 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 list of the Company’s risks and uncertainties, see the Company’s AIF for the year ended December 31, 2020 under the heading “Risks that can affect our business”, which is available under our SEDAR profile at www.sedar.com, and on EDGAR as an exhibit to Form 40-F.

Page 23

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

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.

Equity Price Risk

The Company is exposed to equity price risk as a result of holding investments in equity securities of several other mineral property related companies.

If the fair value of our investments in equity instruments designated as FVTPL had been 10% higher or lower as at March 31, 2021, net loss for the three months ended March 31, 2021 would have decreased or increased, respectively, by approximately $1,026,000 (2020 – $nil), as a result of changes in the fair value of equity investments. If the fair value of our investments in equity instruments designated as FVTOCI had been 10% higher or lower as at March 31, 2021, other comprehensive income (loss) for the three months ended March 31, 2021 would have decreased or increased, respectively, by approximately $967,000 (2020 – $713,000), as a result of changes in the fair value of equity investments.

Foreign Currency Risk

The Company is exposed to financial risk related to the fluctuation of foreign exchange rates. As at March 31, 2021, the Company was exposed to currency risk on the following financial instruments denominated in US$: Cash and cash equivalents ($4,250,000) and the Silver Stream derivative liability ($23,118,000), for a net liability exposure of $18,868,000. The sensitivity of the Company’s net loss due to changes in the exchange rate between the US$ against the Canadian dollar is therefore $2,365,876 Canadian dollar equivalents based on a 10% change in currency exchange rates.

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.

Page 24

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

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 political and economic conditions. The financial instrument impacted by commodity prices is the Silver Stream derivative liability.

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, and the reclamation deposit. The Company considers credit risk with respect to its cash and cash equivalents to be immaterial as cash and cash equivalents 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, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. 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.

See the section of this MD&A entitled “Financial Liabilities and Commitments” for a summary of the maturities of the Company’s financial liabilities as at March 31, 2021 based on the undiscounted contractual cash flows.

As at March 31, 2021, the Company had cash and cash equivalents of $39,174,000 (December 31, 2020 – $28,901,000).

Capital Risk Management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and retention of its mineral properties. The Company has historically demonstrated the ability to raise new capital through equity issuances and/or through surplus cash as part of its acquisitions. In the management of capital, the Company includes the components of shareholders’ equity as well as cash. The Company prepares annual estimates of exploration and administrative expenditures and monitors actual expenditures compared to the estimates to ensure that there is sufficient capital on hand to meet ongoing obligations.

Other Risk Factors

Financing Risks

The Company has finite financial resources, has no current source of operating cash flow and has no assurance that additional funding will be available to it for its future activities, including exploration or development of mineral projects. Such further activities may be dependent upon the Company’s ability to obtain financing through equity or debt financing or other means. Failure to obtain additional financing could result in delay or indefinite postponement of exploration and development of the Company’s existing mineral projects and could result in the loss of one or more of its properties.

Page 25

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

Exploration and Development Risks

The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. These risks include:

●

few properties that are explored are ultimately developed into producing mines;

●

there can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable;

●

with all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions; and

●

mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in an increase in our resource base.

Exploration and development of mineral properties is capital intensive and unsuccessful exploration or development programs could have a material adverse impact on the Company’s operations and financial condition.

Global Financial Conditions

Global financial conditions have, at various times in the past and may, in the future, experience extreme volatility. Many industries, including the mining industry, are impacted by volatile market conditions. Global financial conditions may be subject to sudden and rapid destabilizations in response to economic shocks or other events, such as developments concerning COVID-19. A slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, fluctuations in fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth and financial condition. Future economic shocks may be precipitated by a number of causes, including government debt levels, fluctuations in the price of oil and other commodities, volatility of metal prices, geopolitical instability, changes in laws or governments, war, terrorism, the volatility of currency exchanges inflation or deflation, the devaluation and volatility of global stock markets, pandemics and natural disasters. Any sudden or rapid destabilization of global economic conditions could impact the Company’s ability to obtain equity or debt financing in the future on terms favourable to the Company or at all. In such an event, the Company’s operations and financial condition could be adversely impacted.

Public Health Crises

The Company's business, operations and financial condition could be materially adversely affected by the outbreak of epidemics, pandemics or other health crises, such as COVID-19, and by reactions by government and private actors to such outbreaks. As at the date of this MD&A, the global reactions to the spread of COVID-19 have led to, among other things, significant restrictions on travel, quarantines, temporary business closures and a general reduction in consumer activity. While these effects are expected to be temporary, the duration of the disruptions to business internationally and the related financial impact cannot be estimated with any degree of certainty at this time. Such public health crises can result in disruptions and extreme volatility in financial markets and global supply chains as well as declining trade and market sentiment and reduced mobility of people, all of which could impact commodity prices, interest rates, credit ratings, credit risk, availability of financing and inflation. The risks to the Company of such public health crises also include risks to employee health and safety and 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. Although the Company has the capacity to continue certain administrative functions remotely, many other functions, including the conduct of exploration and development programs, cannot be conducted remotely and may be impacted or delayed if the Company experiences limitations on employee mobility. At this point, the extent to which COVID-19 may impact the Company remains uncertain; however, it is possible that COVID-19 could have a material adverse effect on the Company's business, results of operations and financial condition. There can be no assurances that the Company will not be required to further demobilize its personnel and contractors at any of its mineral projects in due to the ongoing COVID-19 pandemic. Any such demobilization may have an adverse impact on the Company’s ability to conduct exploration and further advance its work programs on the affected properties.

Risks Generally

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, 2020 filed with Canadian securities regulatory authorities at www.sedar.com, 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.sedar.com and www.sec.gov/edgar.html, is available upon request from the Company.

Page 26

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

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.

SECURITIES OUTSTANDING

As at the date on which this MD&A was approved and authorized for issue by the Board, the Company has 697,717,158 common shares issued and outstanding; 93,075,657 warrants outstanding; 54,472,500 options outstanding; 1,550,000 restricted stock units outstanding; 40,000 deferred stock units outstanding.

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s Management, with the participation of its Chief Executive Officer (“CEO”) and its Chief Financial Officer (“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, 2021, 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 as issued by the International Accounting Standards Board. 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;

●

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.

In the first quarter of 2020, the Company’s employees began to work remotely. Since then, the Company has reopened its offices and its employees have performed their duties through a combination of working remotely and in the office. This change has required certain processes and controls that were previously done or documented manually to be completed and retained in electronic form. Despite the changes required by the current environment, there have been no significant changes in our internal controls during the quarter ended March 31, 2021 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

LIMITATIONS OF CONTROLS AND PROCEDURES

The Company’s Management, including the CEO and CFO, believes 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 also 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.

Page 27

FIRST MINING GOLD CORP.	Management’s Discussion & Analysis
(Expressed in Canadian dollars, unless otherwise indicated)	For the three months ended March 31, 2021

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, 2021. 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 the Company’s future performance, business prospects or opportunities. 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; statements regarding the next stages and anticipated timing of the metallurgical study or the environmental, permitting at the Springpole Gold Project; statements regarding opportunities to enhance project economics identified under the PFS for the Springpole Gold Project; statements regarding the targeted submission date for the EIS in relation to the Springpole Gold Project; statements regarding the potential increase in gold and silver recoveries at the Springpole Gold Project; statements regarding the anticipated receipt, timing and use of proceeds received by First Mining pursuant to the Silver Purchase Agreement; statements regarding the Company distributing approximately 23.33 million shares of Treasury Metals and all of its warrants of Treasury Metals to the Company’s shareholders within 12 months of the closing date of the transaction with Treasury Metals; 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, EA approval for the Springpole Gold Project and the expected timing of such EA approval; statements regarding the Company’s anticipated timing to receive final approval from the MECP of the Terms of Reference for the Springpole Gold Project, and consultations in respect thereof; statements regarding the Company's compliance with laws and regulations including, but not limited to environmental laws and regulations; statements regarding the Pickle Crow Gold Project Earn-In Agreement and payouts, share issuances and exploration expenditure commitments thereunder; statements regarding the Company’s engagement with local stakeholders; statements regarding the Company's ability to enter into agreements with local stakeholders including, but not limited to, local Indigenous groups; statements regarding the potential impact of the COVID-19 pandemic; 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.

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, 2020 and other continuous disclosure documents filed from time to time via SEDAR with the applicable Canadian securities regulators. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and the Company does not undertake any obligation to update forward-looking statements should conditions or our estimates or opinions change, except as required by applicable laws. Actual results may differ materially from those expressed or implied by such forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievement expressed or implied by these forward-looking statements.

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 REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

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. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) 2014 Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as may be amended from time to time. These definitions differ from the definitions in the United States Securities and Exchange Commission (the “SEC”) rules applicable to domestic United States companies. In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined under the 2014 CIM definition standards, and are required to be disclosed by NI 43-101. However, these terms are not defined under the SEC rules applicable to domestic United States companies. Accordingly, information concerning mineral deposits set forth or incorporated by reference in this MD&A may not be comparable with information made public by companies that report in accordance with U.S. standards.

Page 28

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

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, 2021.

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.

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.

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.

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.

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, 2021 and ended on March 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 12, 2021.

/s/ Daniel W. Wilton

Daniel W. Wilton

Chief Executive Officer

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Andrew Marshall, the Chief Financial Officer of First Mining Gold Corp., certify the following:

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, 2021.

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)

(b)

5.1

5.2

N/A.

5.3

N/A.

Date: May 12, 2021.

/s/ Andrew Marshall

Andrew Marshall

Chief Financial Officer

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Form 6-K First Mining Gold Corp. For: May 12

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