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2015

FIRST MINING FINANCE CORP.
Complementary Acquisitions by Plan of Arrangement; Spin-Out

We acted as counsel to First Mining Finance Corp. (“First Mining”) in connection with its acquisition of Gold Canyon Resources Inc. (“Gold Canyon”) and PC Gold Inc. (“PC Gold”) both reporting issuers listed on the TSX Venture Exchange. The acquisitions closed in November 2015 and were completed pursuant to separate statutory plans of arrangement.

Under the terms of the Gold Canyon transaction, each Gold Canyon shareholder received one common share of First Mining and Gold Canyon options and warrants were exchanged for replacement stock options and warrants. As part of the Gold Canyon transaction, Gold Canyon also transferred its early stage non-gold exploration properties, cash and certain other assets to Irving Resources Inc., a newly created company now listed on the Canadian Securities Exchange. In addition to the First Mining securities referred to above, each Gold Canyon shareholder received 0.03333 Irving Resources common share for each common share of Gold Canyon.

Under the terms of PC Gold transaction, each PC Gold shareholder received 0.2571 First Mining common shares for each common share of PC Gold and PC Gold stock options were exchanged for replacement stock options.

Based on the closing price of First Mining’s common shares on November 12, 2015 and November 13, 2015, the last trading dates prior to completion of the respective transactions, the common shares of First Mining issued pursuant to the transactions were valued at approximately $67 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 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.