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2015

FIRST MINING FINANCE CORP.
Plan of Arrangement and Private Placement Financing

We acted for Sundance Minerals Ltd. (“Sundance”) in connection with its acquisition by Albion Petroleum Ltd., a capital pool company listed on the TSX Venture Exchange, pursuant to a statutory plan of arrangement (the “Arrangement”). The Arrangement constituted Albion Petroleum Ltd.’s qualifying transaction under the applicable policies of the TSX Venture Exchange. Upon completion of the transaction, Albion Petroleum Ltd. changed its name to First Mining Finance Corp. (“First Mining”) and its common shares are now listed on the TSX Venture Exchange under the symbol “FF”.

In connection with the Arrangement, Sundance completed a private placement of approximately 12,562,500 common shares at a price of $0.40 per share for gross proceeds of approximately $5,025,000. Of this amount, approximately $2,300,000 was raised through a brokered financing led by Haywood Securities Inc. and including Salman Partners Inc. as agents. Prior to the Arrangement, the Company sold an aggregate of 10,895,000 subscription receipts at a price of $0.25 per subscription receipt. On completion of the Arrangement, the subscription receipts automatically converted into common shares of Sundance and gross proceeds of $2,723,750 were released from escrow to Sundance.

Upon completion of the Arrangement all of the issued and outstanding common shares of Sundance (including those issued under the private placement and on conversion of subscription receipts) were exchanged for common shares of First Mining.

First Mining is a mineral property holding company whose principal business activity is to acquire and hold high-quality mineral assets with a focus in the Americas. First Mining currently holds a portfolio of 18 mineral assets in Mexico and the United States with a focus on gold.