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Acquisition by Plan of Arrangement (Competing Offer)

We acted as counsel to First Mining Finance Corp. in respect of the acquisition of Coastal Gold Mining Corp., a company listed on the TSX Venture Exchange, which closed on July 7, 2015. Coastal Gold was originally party to an arrangement agreement with a third party. First Mining’s initial offer was made as a competing offer, which led to negotiation with Coastal Gold. Ultimately First Mining’s final offer was accepted as superior to the final offer made by the competing third party and First Mining terminated its agreement with the third party in order to enter into an arrangement agreement with First Mining.

The transaction was effected pursuant to a plan of arrangement under the Business Corporations Act (Ontario) pursuant to which First Mining acquired all of the issued and outstanding common shares of Coastal Gold in exchange for common shares of First Mining at a ratio of 0.1625 common shares of First Mining for each one common share of Coastal Gold. Based on the closing price of First Mining’s common shares on July 6, 2015, the last trading date prior to closing of the transaction, the common shares of First Mining issued under the transaction were valued at approximately $14 million.

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 19 mineral assets in Mexico, Canada and the United States with a focus on gold. First Mining’s ultimate goal is to increase its portfolio of mineral assets through acquisitions.