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First Mining Gold Corp. (FFMGF) amends Rule 506(b) unit and warrant offering

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D/A

Rhea-AI Filing Summary

First Mining Gold Corp., a British Columbia corporation, filed an amended notice for an exempt securities offering under Rule 506(b) of Regulation D. The offering is a unit offering, with each unit consisting of one common share and one-half of one warrant. Each whole warrant is exercisable for one common share at C$0.27 per share for 36 months.

The company reports a Total Amount Sold of $5,575,454 USD, excluding securities sold offshore under Regulation S. The Total Remaining to be Sold is $4,181,591 USD, representing the potential exercise price of warrants issued to U.S. investors. No finders’ fees were paid ($0 USD). The date of first sale was July 22, 2025, and the filing notes an exchange rate of C$1.3635 = US$1.00.

Positive

  • None.

Negative

  • None.
Total Amount Sold $5,575,454 USD Reported for the exempt unit offering; excludes Regulation S offshore sales
Total Remaining to be Sold $4,181,591 USD Represents potential exercise price of warrants issued to U.S. investors
Warrant Exercise Price C$0.27 per share Exercise price for each whole warrant included in the units
Warrant Term 36 months Period during which each whole warrant is exercisable
Exchange Rate C$1.3635 = US$1.00 Currency rate referenced for the offering and fee disclosures
Date of First Sale 2025-07-22 Initial sale date for the exempt securities offering
Finders’ Fees $0 USD Reported sales commissions and finders’ fees for the offering
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
Regulation D regulatory
"if the issuer is claiming a Regulation D exemption for the offering"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
unit offering financial
"Other (describe) | Unit offering, each unit consisting of one common share"
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities""
Regulation S regulatory
"Sales amounts do not include securities sold offshore pursuant to Regulation S."
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

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FAQ

What type of securities is First Mining Gold Corp. (FFMGF) offering in this exempt transaction?
First Mining Gold Corp. is offering units, each consisting of one common share and one-half of one warrant. Each whole warrant can be exercised for one common share at C$0.27 for 36 months.

How much has First Mining Gold Corp. (FFMGF) sold under this exempt offering?
The company reports a Total Amount Sold of $5,575,454 USD. This figure excludes securities sold offshore pursuant to Regulation S, which are not included in the reported sales amounts.

What is the remaining potential amount in First Mining Gold Corp.’s (FFMGF) offering?
The Total Remaining to be Sold is $4,181,591 USD. This remaining amount represents the potential exercise price of warrants issued to U.S. investors, rather than unsold initial units.

Under which exemption is First Mining Gold Corp. (FFMGF) conducting this offering?
The offering relies on Rule 506(b) under Regulation D. This rule allows certain private offerings of securities to U.S. investors, subject to specific investor and solicitation limitations and related SEC requirements.

What are the warrant terms in First Mining Gold Corp.’s (FFMGF) unit offering?
Each unit includes one-half of one warrant, and each whole warrant is exercisable into one common share at an exercise price of C$0.27 per share for a period of 36 months from issuance.

Did First Mining Gold Corp. (FFMGF) pay any sales commissions or finders’ fees in this offering?
The filing lists Finders’ Fees of $0 USD. It also reiterates an exchange rate of C$1.3635 = US$1.00, but no commissions or finders’ fees are reported as having been paid for this exempt offering.

When did First Mining Gold Corp. (FFMGF) first sell securities in this exempt offering?
The date of first sale is July 22, 2025. The current submission is marked as an Amendment to the original notice, updating details of the ongoing exempt securities offering.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
None
Entity Type
0001641229
First Mining Finance Corp.
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
First Mining Gold Corp.
Jurisdiction of Incorporation/Organization
BRITISH COLUMBIA, CANADA
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
First Mining Gold Corp.
Street Address 1 Street Address 2
SUITE 2070 - 1188 WEST GEORGIA ST.
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
VANCOUVER BRITISH COLUMBIA, CANADA V6E 4A2 844-306-8827

3. Related Persons

Last Name First Name Middle Name
Wilton Dan
Street Address 1 Street Address 2
Suite 2070, 1188 West Georgia Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 4A2
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Peterson Lisa
Street Address 1 Street Address 2
Suite 2070, 1188 West Georgia Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 4A2
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Lines Steve
Street Address 1 Street Address 2
Suite 2070, 1188 West Georgia Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 4A2
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Maxwell James
Street Address 1 Street Address 2
Suite 2070, 1188 West Georgia Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 4A2
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Huang Richard
Street Address 1 Street Address 2
Suite 2070, 1188 West Georgia Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 4A2
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Neumeyer Keith
Street Address 1 Street Address 2
Suite 2070, 1188 West Georgia Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 4A2
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Polman Raymond
Street Address 1 Street Address 2
Suite 2070, 1188 West Georgia Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 4A2
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Lock Richard
Street Address 1 Street Address 2
Suite 2070, 1188 West Georgia Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 4A2
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Hall Leanne
Street Address 1 Street Address 2
Suite 2070, 1188 West Georgia Street
City State/Province/Country ZIP/PostalCode
Vancouver BRITISH COLUMBIA, CANADA V6E 4A2
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
X
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

New Notice Date of First Sale 2025-07-22 First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Unit offering, each unit consisting of one common share and one-half of one warrant; each whole warrant exercisable for one common share at C$0.27 per share for 36 months

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $9,757,045 USD
or Indefinite
Total Amount Sold $5,575,454 USD
Total Remaining to be Sold $4,181,591 USD
or Indefinite

Clarification of Response (if Necessary):

Sales amounts do not include securities sold offshore pursuant to Regulation S. Amount remaining to be sold represents potential exercise price of warrants issued to U.S. investors. C$1.3635 = US$1.00.

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
15

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $5,228 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

C$1.3635 = US$1.00

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
First Mining Gold Corp. /s/ Richard Huang Richarad Huang VP Corporate Development and Corporate Secretary 2026-08-05

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR