---



FIRST MINING FINANCE CORP.MANAGEMENTS
DISCUSSION AND ANALYSISFOR THE YEAR ENDED DECEMBER 31, 2016

GENERAL

This Managements Discussion and Analysis (MD&A) should
be read in conjunction with the audited consolidated financial statements of
First Mining Finance Corp. (the Company or First Mining) for the year ended
December 31, 2016, which are prepared in accordance with International Financial
Reporting Standards (IFRS). All dollar amounts included in this MD&A are
expressed in Canadian dollars unless otherwise noted. All information contained
in this MD&A is current as of March 27, 2017.

These documents along with other information are available for
viewing on SEDAR at www.sedar.com,on EDGAR at
www.sec.gov., or on the Companys website at
www.firstminingfinance.com. In addition, on or
before April 30, 2017, the Company expects to file on SEDAR an Annual
Information Form (AIF) for the year ended December 31, 2016. Once the AIF has
been filed and becomes available under the Companys SEDAR profile, readers are
encouraged to refer to the AIF for additional information about the Company,
including a comprehensive discussion of risk factors that affect the Company.

COMPANY OVERVIEW AND STRATEGY

The Company was incorporated as Albion Petroleum Ltd. pursuant
to the provisions of the Business Corporations Act(Alberta) on April 4,
2005 and completed its initial public offering as a Capital Pool Company (CPC)
on September 30, 2005. As a CPC, the Companys only business had been to
identify and evaluate businesses or assets with a view to completing a
Qualifying Transaction under the policies of the TSX Venture Exchange (TSXV).

On July 1, 2014, Albion and Sundance Minerals Ltd. (Sundance)
entered into an Arrangement Agreement whereby the Company agreed to acquire all
of the issued and outstanding shares of Sundance in exchange for shares of the
resultant entity. On March 11, 2015, Sundance was renamed as KCP Minerals Inc.
(KCP) and on March 30, 2015, Albion completed the acquisition of all of the
issued and outstanding shares of KCP on a one-for-one basis, constituting its
Qualifying Transaction. On the same day, Albion was renamed as First Mining
Finance Corp.. Prior to completion of the transaction, Albion consolidated all
of its issued and outstanding shares on a four-for-one basis.

The Companys principal business activity is the acquisition
and advancement of high-quality mineral assets with a focus in the Americas. As
at the date of this MD&A, the Company has 25 mineral properties in its
portfolio, located in Canada, Mexico and the United States. The following table
highlights the Companys acquisitions in the 2016 and 2015 fiscal years:

Date
    Acquired Legal Entity
    Project
    LocationJune 16, 2016
    Tamaka Gold Corporation (Tamaka) (1)
    Goldlund Gold Project
    Ontario, CanadaJune 9, 2016
    Cameron Gold Operations Ltd.
      (Cameron Gold)(2)
    Cameron Gold Project
    Ontario, CanadaApril 28, 2016
    N/A  asset acquisition
    Pitt Gold Project
    Quebec, CanadaApril 8, 2016
    Clifton Star Resources Inc.
      (Clifton Star)(3)
    Duquesne Gold Project 
      10%
      indirect interest in the Duparquet Gold Project 
      Joutel & Morris
      Gold Projects
    Quebec, CanadaJanuary 7, 2016
    Goldrush Resources Ltd. (Goldrush)(3)
    Rima, Ouaraba and Midebdo Gold Permits
    Burkina Faso, West AfricaNovember 16, 2015
    PC Gold Inc. (PC Gold)
      (3)
    Pickle Crow Gold Project
    Ontario, CanadaNovember 13, 2015
    Gold Canyon Resources Inc. (Gold
      Canyon)(3)
    Springpole Gold Project Horseshoe Island
      Gold Project
    Ontario, CanadaJuly 7, 2015
    Coastal Gold Corp. (Coastal
      Gold)(3)
    Hope Brook Gold Project Lac
      Virot Iron Ore Project
    Newfoundland,
      Canada


| | (1) | Previously a privately held company.                     
| | --- | ---------------------------------------------------------
| | (2) | Previously a subsidiary of a publicly listed
    company.
| | (3) | Previously a publicly listed
company.                    

---

|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

SIGNIFICANT COMPANY EVENTS

2016 year-to-date highlights (together with subsequent events
up to March 27, 2017) include:

Acquisition of GoldON Property and
Central Duparquet Property

On February 10, 2017, the Company announced that it had
completed the acquisitions of certain mineral claims located in Ontario and
Quebec. Under the first agreement with GoldON Resources Ltd., the Company
acquired five unpatented mining claims located near Pickle Lake, Ontario in
exchange for 200,000 common shares of the Company. Under the second agreement
with a private individual, the Company acquired eighteen mining claims located
in the Township of Duparquet, Quebec in exchange for $250,000 and 2,500,000
common shares of the Company.

Corporate and Exploration Update

Infill Drilling Program at Cameron Gold Project

On March 22, 2017, the Company announced that it had filed on
SEDAR an independent NI 43-101 technical report outlining the updated resource
estimate for its Cameron Gold Project located in the town of Sioux Narrows in
Ontario. The report titled Technical Report on the Cameron Gold Deposit,
Ontario, Canada was filed on SEDAR on March 22, 2017.

Highlights of the Cameron deposit were as follows:

- At a 0.55 gold g/t cut-off grade, the Cameron deposit contains pit
  constrained Measured and Indicated Resources of 3.5 million tonnes at 2.45 g/t
  or 274,000 ounces of gold.
- At a 0.55 gold g/t cut-off grade, the Cameron deposit contains pit
  constrained Inferred Resources of 35,000 tonnes at 2.45 g/t or 3,000 ounces of
  gold.
- At a 2.00 gold g/t cut-off grade, the Cameron deposit contains underground
  Measured and Indicated Resources of 2.0 million tonnes at 2.90 g/t or 190,000
  ounces of gold.
- At a 2.00 gold g/t cut-off grade, the Cameron deposit contains underground
  Inferred Resources of 6.5 million tonnes at 2.54 g/t or 530,000 ounces of
  gold.

During the summer of 2017, an  infill drilling program of up to 9,000 metres is to be carried out at the  Cameron Gold Project in Northern Ontario. The goal of this drilling program is to  upgrade the current NI 43-101 Inferred Mineral Resource into the Measured and  Indicated categories. Upon completion of the drilling campaign, assuming the  results are satisfactory, the Company intends to advance the Cameron Gold  Project to a Preliminary Economic Assessment (“PEA”).

Infill Drilling and Resource Expansion Program at Goldlund
Gold Project

On February 10, 2017, the Company announced that it had filed
on SEDAR an independent NI 43-101 technical report outlining the updated
resource estimate for its Goldlund Gold Project located in the Patricia and
Kenora Mining Division of Ontario. The report titled Technical Report and
Resource Estimation Update on the Goldlund Project was filed on SEDAR on
February 10, 2017.

Highlights of the Goldlund deposit were as follows:

- At a 0.4 gold g/t cut-off grade, the Goldlund deposit contains pit
  constrained Indicated Resources of 9.3 million tonnes at 1.87 g/t or 560,000
  ounces of gold.
- At a 0.4 gold g/t cut-off grade, the Goldlund deposit contains pit
  constrained Inferred Resources of 40.9 million tonnes at 1.33 g/t or 1,750,000
  ounces of gold.

On January 24, 2017, the Company  announced the commencement of a 27,000 metre drilling campaign with the goal of  upgrading and expanding the Mineral Resources at the Goldlund deposit. Upon  completion of the drilling campaign, assuming the results are satisfactory, the  Company intends to advance the Goldlund Gold Project to a PEA.

Page 2

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

Corporate and Exploration Update
(continued)

Metallurgical Diamond Drilling Program at Springpole Gold
Project

On February 6, 2017, the Company announced the completion of a
metallurgical diamond drilling program at its wholly-owned Springpole Gold
Project, located in northern Ontario, Canada. Highlights were as follows:

- Hole PM-DH-01 intersected 1.22 gold g/t over 354.5 metres including 1.65
  gold g/t over 177.0 metres.
- Hole PM-DH-02 intersected 1.51 gold g/t over 341.0 metres including 2.81
  gold g/t over 87.0 metres.
- Hole PM-DH-03 intersected 1.25 gold g/t over 359.0 metres including 2.75
  gold g/t over 44.0 metres.
- Hole PM-DH-04 intersected 2.15 gold g/t over 146.7 metres including 2.54
  gold g/t over 108.7 metres.

A total of four holes comprising approximately  1,200 metres were drilled during the fall 2016 program with hole locations  specifically designed to recover sample material that is representative of the  Springpole deposit, and to provide material for metallurgical testing. Material  from the drill holes had been subjected to both assay testing and metallurgical  testing.
  The results from this metallurgical  testing program are expected to be incorporated into a new PEA for Springpole  Gold Project which is expected to be released in 2017.

Diamond Drilling Program at Pickle Crow Gold Project

On February 3, 2017, the Company announced the completion of an
initial diamond drill program at its wholly-owned Pickle Crow Gold Project,
located in northern Ontario, Canada. Highlights were as follows:

- Hole PC-16-306 intersected 1.28 gold g/t over 12.70 metres including 15.14
  gold g/t over 0.70 metres in the middle vein zone of the No. 15 Vein.
- Visible gold was intersected in Hole PC-16-306 in the lower vein zone of
  the No. 15 Vein.

A total of nine holes comprising approximately 1,300 metres
were drilled during the 2016 fall program. The objective of this exploration
program was to test extensions of known vein zones and discover new high-grade
gold mineralization. Gold mineralization was encountered in seven of the nine drill
holes and visible gold was intercepted in the lower most vein zone of the No. 15
Vein structure.

Given the success of this  drilling program the Board of Directors has authorized a winter drilling  campaign at the Pickle Crow Gold Project which is comprised of four additional  holes totaling approximately 1,000 metres and began in early March 2017.

Infill and Exploration Drilling Program at Hope Brook Gold
Project

In  late 2017, a 5,000 metre infill and exploration drilling program is to be  carried out at the Hope Brook Gold Project in Newfoundland. The intent of this  drilling program is to expand the current NI 43-101 compliant resources and to  upgrade a majority of the Inferred Resource into the Measured and Indicated  categories. Upon completion of the drilling campaign, assuming the results are  satisfactory, the Company may advance the  Hope Brook Gold Project to a PEA.

Sale of Mexican Silver Assets to Silver
One Resources Inc.

On September 26, 2016, the Company completed its transaction
(the Silver One Transaction) with Silver One Resources Inc. (Silver One), an
exploration company publicly listed on the TSXV, by selling the Companys 100%
wholly owned subsidiary, KCP Minerals Inc., including its interest in the
Peñasco Quemado, the La Frazada and the Pluton mineral properties (collectively,
the Properties), in exchange for six million common shares of Silver One and a
2.5% net smelter return royalty (NSR) on the Properties.

Page 3

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

Non-brokered Private Placement

On August 5, 2016, the Company completed a non-brokered private
placement financing of 33,750,000 units at a price of $0.80 per unit, raising
gross proceeds of $27,000,000 (the Private Placement). Each unit consisted of
one common share of the Company and one-half of a common share purchase warrant,
with each whole warrant entitling the holder to purchase an additional common
share of the Company at $1.10 for a period of 36 months.

Amalgamation with Tamaka Gold Corporation

On June 16, 2016, the Company completed an amalgamation with
Tamaka, a privately held mineral exploration company which holds a 100% interest
in the Goldlund Gold Project located in northwestern Ontario, in exchange for
92,475,689 common shares of First Mining (the Tamaka Transaction). The Tamaka
Transaction was conducted by way of an amalgamation agreement, which resulted in
Tamaka becoming a wholly-owned subsidiary of First Mining.

In addition, all outstanding stock options of Tamaka are now
exercisable for First Mining common shares on the same exchange ratio as applied
to the Tamaka common shares and are governed by First Mining's Stock Option
Plan. All outstanding warrants of Tamaka are also exercisable for common shares
of First Mining on the same exchange ratio as applied to the Tamaka common
shares.

Acquisition of Cameron Gold Project from Chalice Gold Mines
Limited

On June 9, 2016, the Company completed the acquisition of
Cameron Gold, a wholly-owned subsidiary of Chalice, which owns the Cameron Gold
Project located in Ontario, in exchange for 32,260,836 common shares of First
Mining (the Cameron Transaction). The Cameron Transaction resulted in Cameron
Gold becoming a wholly-owned subsidiary of First Mining. Chalice has retained a
one percent NSR royalty over certain mining claims within the Cameron Gold
Project which are not encumbered by pre-existing royalties.

Upgrade to TSXV Tier 1 and OTC QX status

On May 11, 2016, First Minings shares began trading on the
TSXV Tier 1 exchange in Canada. Subsequently, on May 20, 2016, First Minings
shares began trading on the OTC QX market platform in the US. These upgrades are
expected to improve investor exposure, which should result in increased analyst
coverage and liquidity.

Acquisition of Clifton Star Resources Inc.

On April 8, 2016, the Company completed a definitive agreement
(the Clifton Agreement) with Clifton Star under which the Company acquired all
of the issued and outstanding common shares of Clifton Star on the basis of one
common share in the capital of the Company for each Clifton Star share by way of
a plan of arrangement under the Business Corporations Act (British
Columbia) (the Clifton Transaction). The Clifton Transaction was conducted by
way of a court-approved plan of arrangement, resulting in Clifton Star becoming
a wholly-owned subsidiary of the Company.

Page 4

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

MINERAL BANK: PROJECT PORTFOLIO LOCATIONS [COMBINED SURFACE  AREA OF 296,619
HECTARES]



Page 5

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

MINERAL PROPERTY BALANCES

As at December 31, 2016 and December 31, 2015, the Company has
capitalized the following acquisition, exploration and evaluation costs to its
mineral properties:

|                | Balance
        December 31.2015 |             | Acquisition |   | Concessions, taxes, and royalties |   | **Wages
      and** salaries |           | Drilling,
        exploration, and technical consulting |   | Assaying, field supplies, and environmental |  | **Travel and
      other**expenditures |           | **Option
      payments** and recoveries |   | Currency
        translation adjustments |  | Disposal or
        write-downs |         | Balance
        December 31.2016 |  
|--------------- | -------------------------------- | ----------- | ----------- | - | --------------------------------- | - | ---------------------------- | --------- | ------------------------------------------------------- | - | ------------------------------------------- |  | -------------------------------------- | --------- | ---------------------------------------- | - | ---------------------------------------- |  | ------------------------------- | ------- | -------------------------------- | -
|Hope Brook      | $                                | 17,543,366  |             | $ | (45,000                           | ) | $                            | 38,900    |                                                         | $ | 7,492                                       |  | $                                      | 25,718    |                                          | $ | 19,081                                   |  | $                               | 5,740   |                                  | $
|Springpole      |                                  | 66,249,495  |             |   | -                                 |   |                              | 256,992   |                                                         |   | 332,890                                     |  |                                        | 663,348   |                                          |   | 466,532                                  |  |                                 | 151,957 |                                  |  
|Pickle Crow     |                                  | 15,176,626  |             |   | 153,120                           |   |                              | 122,984   |                                                         |   | 17,215                                      |  |                                        | 315,892   |                                          |   | 32,128                                   |  |                                 | 3,457   |                                  |  
|Duquesne        |                                  | -           |             |   | 4,980,624                         |   |                              | 1,280     |                                                         |   | -                                           |  |                                        | 28,785    |                                          |   | 6,428                                    |  |                                 | 5,902   |                                  |  
|Pitt Gold       |                                  | -           |             |   | 2,047,786                         |   |                              | 732       |                                                         |   | -                                           |  |                                        | 25,182    |                                          |   | -                                        |  |                                 | 141     |                                  |  
|Cameron Gold    |                                  | -           |             |   | 25,799,192                        |   |                              | 3,267     |                                                         |   | 65,414                                      |  |                                        | 108,888   |                                          |   | 20,395                                   |  |                                 | 19,547  |                                  |  
|Goldlund Gold   |                                  | -           |             |   | 84,859,301                        |   |                              | 3,151     |                                                         |   | 71,374                                      |  |                                        | 92,629    |                                          |   | 64,009                                   |  |                                 | 12,826  |                                  |  
|Canada Total    | $                                | 98,969,487  |             | $ | 117,795,023                       |   | $                            | 427,306   |                                                         | $ | 494,385                                     |  | $                                      | 1,260,442 |                                          | $ | 608,573                                  |  | $                               | 199,570 |                                  | $
|Miranda         |                                  | 679,715     |             |   | -                                 |   |                              | 47,409    |                                                         |   | 21,645                                      |  |                                        | 16,468    |                                          |   | 6,512                                    |  |                                 | 9,238   |                                  |  
|Socorro         |                                  | 587,889     |             |   | -                                 |   |                              | 105,543   |                                                         |   | 9,636                                       |  |                                        | 7,341     |                                          |   | 11,299                                   |  |                                 | 7,416   |                                  |  
|San Ricardo     |                                  | 634,908     |             |   | -                                 |   |                              | 146,431   |                                                         |   | 24,013                                      |  |                                        | 18,742    |                                          |   | 17,797                                   |  |                                 | 6,525   |                                  |  
|Penasco Quemado |                                  | 2,783,382   |             |   | -                                 |   |                              | 105,726   |                                                         |   | 6,308                                       |  |                                        | -         |                                          |   | -                                        |  |                                 | 242     |                                  |  
|La Frazada      |                                  | 1,891,699   |             |   | -                                 |   |                              | 1,845     |                                                         |   | -                                           |  |                                        | -         |                                          |   | -                                        |  |                                 | -       |                                  |  
|Pluton          |                                  | 904,292     |             |   | -                                 |   |                              | 65,882    |                                                         |   | 906                                         |  |                                        | 2,277     |                                          |   | 885                                      |  |                                 | 512     |                                  |  
|Others(1)       |                                  | 460,099     |             |   | -                                 |   |                              | 287,236   |                                                         |   | 12,121                                      |  |                                        | 3,985     |                                          |   | 1,217                                    |  |                                 | 5,501   |                                  |  
|Mexico Total    | $                                | 7,941,984   |             | $ | -                                 |   | $                            | 760,072   |                                                         | $ | 74,629                                      |  | $                                      | 48,813    |                                          | $ | 37,710                                   |  | $                               | 29,434  |                                  | $
|USA             |                                  | 680,860     |             |   | -                                 |   |                              | 40,977    |                                                         |   | -                                           |  |                                        | 460       |                                          |   | -                                        |  |                                 | 275     |                                  |  
|Burkina Faso    |                                  | -           |             |   | 361,894                           |   |                              | -         |                                                         |   | 85,395                                      |  |                                        | 5,864     |                                          |   | 22,290                                   |  |                                 | 9,681   |                                  |  
|TOTAL           | $                                | 107,592,331 |             | $ | 118,156,917                       |   | $                            | 1,228,355 |                                                         | $ | 654,399                                     |  | $                                      | 1,315,579 |                                          | $ | 668,573                                  |  | $                               | 238,960 |                                  | $
|                |                                  |             |             |   |                                   |   |                              |           |                                                         |   |                                             |  |                                        |           |                                          |   |                                          |  |                                 |         |                                  |  
|                |                                  |             |             |   |                                   |   |                              |           |                                                         |   |                                             |  |                                        |           |                                          |   |                                          |  |                                 |         |                                  |  
|                | Balance
        December 31.2014 |             | Acquisition |   | Concessions, taxes, and royalties |   | **Wages
      and** salaries |           | Drilling,
        exploration, and technical consulting |   | Assaying, field supplies, and environmental |  | **Travel and
      other**expenditures |           | **Option
      payments** and recoveries |   | Currency
        translation adjustments |  | Disposal or
        write-downs |         | Balance
        December 31.2015 |  
|Hope Brook      | $                                | -           |             | $ | 17,466,287                        |   | $                            | 11,844    |                                                         | $ | -                                           |  | $                                      | 20,323    |                                          | $ | 32,621                                   |  | $                               | 12,291  |                                  | $
|Springpole      |                                  | -           |             |   | 66,170,491                        |   |                              | -         |                                                         |   | 34,350                                      |  |                                        | 7,611     |                                          |   | 16,858                                   |  |                                 | 20,185  |                                  |  
|Pickle Crow     |                                  | -           |             |   | 15,155,418                        |   |                              | -         |                                                         |   | 1,263                                       |  |                                        | 19,454    |                                          |   | 491                                      |  |                                 | -       |                                  |  
|Canada Total    | $                                | -           |             | $ | 98,792,196                        |   | $                            | 11,844    |                                                         | $ | 35,613                                      |  | $                                      | 47,388    |                                          | $ | 49,970                                   |  | $                               | 32,476  |                                  | $
|Miranda         |                                  | 400,339     |             |   | -                                 |   |                              | 45,863    |                                                         |   | 20,443                                      |  |                                        | 78,376    |                                          |   | 19,086                                   |  |                                 | 20,690  |                                  |  
|Socorro         |                                  | 308,078     |             |   | -                                 |   |                              | 103,614   |                                                         |   | 9,787                                       |  |                                        | 38,904    |                                          |   | 33,770                                   |  |                                 | 18,009  |                                  |  
|San Ricardo     |                                  | 337,470     |             |   | -                                 |   |                              | 113,640   |                                                         |   | 12,273                                      |  |                                        | 39,068    |                                          |   | 49,681                                   |  |                                 | 19,202  |                                  |  
|Penasco Quemado |                                  | 2,052,879   |             |   | -                                 |   |                              | 305,359   |                                                         |   | 1,340                                       |  |                                        | -         |                                          |   | -                                        |  |                                 | 330     |                                  |  
|La Frazada      |                                  | 1,580,969   |             |   | -                                 |   |                              | 1,979     |                                                         |   | 2,203                                       |  |                                        | -         |                                          |   | 29                                       |  |                                 | 1,075   |                                  |  
|Pluton          |                                  | 675,937     |             |   | -                                 |   |                              | 107,256   |                                                         |   | 894                                         |  |                                        | 53        |                                          |   | 990                                      |  |                                 | 122     |                                  |  
|Others(1)       |                                  | 673,912     |             |   | -                                 |   |                              | 303,796   |                                                         |   | 21,899                                      |  |                                        | 388       |                                          |   | 1,859                                    |  |                                 | 2,665   |                                  |  
|Mexico Total    | $                                | 6,029,584   |             | $ | -                                 |   | $                            | 981,507   |                                                         | $ | 68,839                                      |  | $                                      | 156,789   |                                          | $ | 105,415                                  |  | $                               | 62,093  |                                  | $
|USA             |                                  | 533,877     |             |   | -                                 |   |                              | 40,730    |                                                         |   | -                                           |  |                                        | 982       |                                          |   | -                                        |  |                                 | 262     |                                  |  
|TOTAL           | $                                | 6,563,461   |             | $ | 98,792,196                        |   | $                            | 1,034,081 |                                                         | $ | 104,452                                     |  | $                                      | 205,159   |                                          | $ | 155,385                                  |  | $                               | 94,831  |                                  | $

|(1) | Other mineral properties as at December 31, 2016 and
      December 31, 2015 include the Puertecitos, Los Tamales, Margaritas,
      Geranio, El Apache, El Roble, Batacosa, Lachatao and Montana
  Negra.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the year ended December 31, 2016, acquisition costs
increased as a result of the Company acquiring the Duquesne, Pitt Gold, Cameron
Gold, and Goldlund Gold mineral properties. In September 2016, the Company
disposed of three Mexican silver projects: Penasco Quemado; La Frazada; and
Pluton projects to Silver One Resources Inc. The Company undertook these
transactions as part of its strategic initiative and currently plans to focus
mineral exploration activities in Canada. During the fourth quarter of 2016, the
Company had commenced and completed its drilling programs of 1,200 metres and
1,300 metres at its Springpole and Pickle Crow gold projects, respectively. The
associated projects drilling, exploration, and technical consulting
expenditures were higher during the year ended December 31, 2016,
notwithstanding the fact that these two projects were acquired in November of
the comparative 2015 year. Similarly, Springpole costs in 2016 were a result of
running the camp for the entire 12 month period.

As of December 31, 2016, the Company recorded $4,416,780 which
represented a 10% indirect interest in the Duparquet gold project and was classified
as mineral property investments on the statements of financial position.

The Company has drilling exploration activities planned
throughout the 2017 year. In particular, a drilling program of 27,000 metres at
its Goldlund project commenced in January 2017, a 1,200 metre drill program at
Pickle Crow commenced in February 2017, with additional drill programs planned
at the Cameron project, Hope Brook project and Springpole project later in
2017.

Page 6

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

MINERAL BANK: NI 43-101 GOLD RESOURCES PORTFOLIO(1)

Project
    Tonnes
    Gold Grade (g/t)
    Silver Grade
        (g/t)
    Contained Gold Ounces (oz)
    Contained Silver
        Ounces (oz)Measured ResourcesCameron Gold Project
    3,360,000(2)
    2.75
    -
    297,000
    -Duparquet Gold Project(5)
    16,510
    1.45
    -
    770
    -Indicated ResourcesSpringpole Gold Project
    128,200,000
    1.07
    5.70
    4,410,000
    23,800,000Hope Brook Gold Project
    5,500,000
    4.77
    -
    844,000
    -Goldlund Gold Project
    9,300,000
    1.87
    -
    560,000
    -Cameron Gold Project
    2,170,000(3)
    2.40
    -
    167,000
    -Duparquet Gold Project(5)
    5,954,000
    1.57
    -
    300,700
    -Duquesne Gold Project
    1,859,000
    3.33
    -
    199,000
    -Inferred ResourcesSpringpole Gold Project
    25,700,000
    0.83
    3.20
    690,000
    2,700,000Goldlund Gold Project
    40,900,000
    1.33
    -
    1,750,000
    -Hope Brook Gold Project
    836,000
    4.11
    -
    110,000
    -Cameron Gold Project
    6,535,000(4)
    2.54
    -
    533,000
    -Pickle Crow Gold Project
    10,300,000(6)
    3.90
    -
    1,262,000
    -Duparquet Gold Project(5)
    2,846,000
    1.46
    -
    133,400
    -Duquesne Gold Project
    1,563,000
    5.58
    -
    281,000
    -Pitt Gold Project
    1,076,000
    7.42
    -
    257,000
    -Total Measured Resources
    3,376,510
    2.74
    -
    297,770
    -Total Indicated Resources
    152,983,000
    1.32
    5.70
    6,480,700
    23,800,000Total M&I Resources
    156,359,510
    1.35
    5.70
    6,778,470
    23,800,000Total Inferred Resources
    89,756,000
    1.75
    3.20
    5,016,400
2,700,000


|(1) | Based on NI  43-101 technical reports filed on SEDAR by First Mining Finance Corp., PC Gold  Inc., and Clifton Star Resources Inc.                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Comprises 2,670,000  tonnes of pit-constrained (0.55 g/t Au cut-off) Measured resources at 2.66 g/t  Au, and 690,000 tonnes of underground (2.00 g/t Au cut-off) Measured resources  at 3.09 g/t Au.                                                                                                                                               
|(3) | Comprises 820,000  tonnes of pit-constrained (0.55 g/t Au cut-off) Indicated resources at 1.74 g/t  Au, and 1,350,000 tonnes of underground (2.00 g/t Au cut-off) Indicated  resources at 2.08 g/t Au.                                                                                                                                             
|(4) | Comprises 35,000  tonnes of pit-constrained (0.55 g/t Au cut-off) Inferred resources at 2.45 g/t  Au, and 6,500,000 tonnes of underground (2.00 g/t Au cut-off) Inferred  resources at 2.54 g/t Au.                                                                                                                                                
|(5) | The Company owns a  10% indirect interest in the Duparquet Gold Project, and the Measured,  Indicated and Inferred Resources shown in the above table reflect the Company’s  10% indirect interest.                                                                                                                                                
|(6) | Comprises 3,628,000  tonnes of pit-constrained (0.35 g/t Au cut-off) Inferred resources at 1.10 g/t  Au, and 6,522,000 tonnes of underground Inferred resources that consist of: (i)  a bulk tonnage, long-hole stoping (2.00 g/t Au cut-off); and (ii) a high-grade  cut-and-fill component (2.80 g/t Au cut-off) over a minimum width of 1 metre.

Page 7

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

MINERAL BANK: QUARTERLY GROWTH IN NI  43-101 GOLD RESOURCES



MINERAL BANK: REVIEW OF MINERAL PROPERTIES

First Minings portfolio has properties located in Canada,
Mexico, and the United States, with on-going exploration programs for gold,
silver, lead, zinc, copper and iron ore, which expect to be funded mostly
through the sale of equity and joint venture partnerships. The following section
discusses the Companys priority and other significant projects.

Readers are cautioned that, with respect to any Preliminary
Economic Assessment (PEA) referenced in this MD&A, a PEA is preliminary in
nature and includes inferred mineral resources that are considered too
speculative geologically to have the economic considerations applied to them
that would enable them to be categorized as mineral reserves, and there is no
certainty that a PEA will be realized. Mineral resources that are not mineral
reserves do not have demonstrated economic viability.

The Company classifies its mineral properties as Tier 1, Tier
2, and Tier 3:

- Tier 1 projects are core assets which include the Companys largest and
  most advanced NI 43-101 compliant resource-stage projects, located in Eastern
  Canada.
- Tier 2 projects are resource-stage assets which host NI 43-101 compliant
  resources of less than one million ounces of attributable gold.
- Tier 3 projects are grassroots exploration projects that host
  mineralization but have not received sufficient drilling to delineate NI
  43-101 compliance resources.

Canadian Mineral Properties

Tier 1 Projects

Hope Brook Gold Project, Newfoundland

Acquired through the acquisition of Coastal Gold Corp., the
Hope Brook Gold Property covers 25,125 hectares with a deposit hosted by pyritic
silicified zones occurring within a deformed, strike-extensive advanced argillic
alteration zone. A technical report entitled 2015 Mineral Resource Estimate
Technical Report for the Hope Brook Gold Project, Newfoundland and Labrador,
Canada, that was prepared in accordance with NI 43-101, was filed by the
Company on SEDAR on November 27, 2015, and is available under the Companys
SEDAR profile. The resource covers 1.5 km of an 8 km mineralized structure. The
project hosts Indicated Resources of 5.5 Mt grading 4.77 g/t Au, containing
844,000 oz Au, and Inferred Resources of 836,000 t grading 4.11 g/t Au,
containing 110,000 oz Au. Substantial infrastructure includes a ramp to 350
metres below surface with vent raise, power, access by sea and air, and a strong
local labour force. Drill targets with potential to significantly increase
resources have already been outlined. Hope Brook was a former operating gold
mine that produced 752,163 oz Au from 1987 to 1997 and there is strong support
from the local community and the Province of Newfoundland for future
development.

Page 8

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

Springpole Gold Project, Ontario

Acquired through the acquisition of Gold Canyon, the Springpole
Gold Project covers 32,375 hectares and is one of Canadas largest undeveloped
gold projects. The project is located in northwestern Ontario, approximately 110
kilometres northeast of the town of Red Lake and is situated within the
Birch-Uchi Greenstone Belt. The large open pittable resource is supported by
significant infrastructure, including a 72 man onsite camp, winter road access,
a logging road within 10 kilometres and nearby power lines. The project contains
Indicated Resources of 128.2 Mt grading 1.07 g/t Au and 5.7 g/t Ag, containing
4,410,000 oz Au and 23,800,000 oz Ag, and Inferred Resources of 25.7 Mt grading
0.83 g/t Au and 3.2 g/t Ag, containing 690,000 oz Au and 2,700,000 oz Ag.
Springpole is located within a pro-mining jurisdiction that is covered by Treaty
Three and Treaty Nine First Nations Agreements.

A technical report entitled Preliminary Economic Assessment
for the Springpole Gold Project, Ontario, Canada, that was prepared in
accordance with NI 43-101, was filed by the Company on SEDAR on October 18,
2016, and is available under the Companys SEDAR profile. The PEA contemplates
mining and processing material at 20,000 tonne per day and at an average head
grade of 1.2 g/t gold and 6.0 g/t silver. Summary of the parameters and economic
results are as follows:

|Parameters                              |                            
|--------------------------------------- | ---------------------------
|Mine life                               | 11 years                   
|Initial capital cost                    | US$438 million             
|Base case gold price                    | US$1,300 per ounce         
|Base case silver price                  | US$25 per ounce            
|Base case exchange rate                 | US$1:C$1                   
|Economic Results                        |                            
|Pre-tax NPV at 5% discount rate         | US$579 million             
|Pre-tax IRR and non-discounted payback  | 25.4%, payback in 21 months
|Post-tax NPV at 5% discount rate        | US$388 million             
|Post-tax IRR and non-discounted payback | 13.8%, payback in 35 months

Pickle Crow Gold Project, Ontario

Acquired through the acquisition of PC Gold, the Pickle Crow
Gold Project covers 15,560 hectares and is located in the mining friendly
jurisdiction of northwestern Ontario and is covered by the Treaty Nine First
Nations Agreement. A technical report entitled A Mineral Resource Estimate for
the Pickle Crow Property, Patricia Mining Division, Northwestern Ontario,
Canada, that was prepared in accordance with NI 43-101, was filed by PC Gold on
SEDAR on June 2, 2011, and is available under PC Golds SEDAR profile. The
resource supports a high-grade underground and open pit operation. The project
hosts Inferred Resource of 10.3 Mt grading 3.9 g/t Au, containing 1,262,000 oz
Au. Extensive infrastructure in place or proximal to the project includes a 200
tonne per day gravity mill on site, generators and fuel storage, paved road
access to the property and is within 10 km of a regional airport at Pickle Lake.
The Pickle Crow Project was a former high-grade operating mine until the late
1960s.

Cameron Gold Project, Ontario

Acquired through the acquisition of Cameron Gold,  a wholly-owned subsidiary of Chalice, the Cameron Gold Project covers 31,673  hectares and comprises 154 unpatented claims, 24 patented claims (mineral  rights only), seven mining licenses of occupation (MLO) and four mining leases.   The Cameron Gold 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 North east. A technical report entitled “Technical  Report on the Cameron Gold Deposit, Ontario, Canada”, that was prepared in  accordance with NI 43-101, was filed on SEDAR on March 22, 2017, and is  available under the Company’s SEDAR profile. The project hosts pit constrained  (0.55 g/t Au cut-off) Measured and Indicated mineral resources of 3.5 million  tonnes at 2.45 grams per tonne or 274,000 ounces of gold and pit constrained  (0.55 g/t Au cut-off) Inferred mineral resources of 35,000 tonnes at 2.45 grams  per tonne or 3,000 ounces of gold in addition to underground (2.00 g/t Au  cut-off) Measured and Indicated mineral resources of 2.0 million tonnes at 2.90  grams per tonne or 190,000 ounces of gold and underground (2.00 g/t Au cut-off)  Inferred mineral resources of 6.5 million tonnes at 2.54 grams per tonne or  530,000 ounces of gold.  There is excellent  infrastructure with year round road access to the property from nearby highway  and powerline within 20 km.

Page 9

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

Goldlund Gold Project, Ontario

Acquired through the amalgamation with Tamaka Gold Corporation,
the Goldlund property covers 28,096 hectares in northwestern Ontario, including
the mineral rights of six patented claims which are subject to a 1% NSR on ore
mined below the 50-metre horizon. The area is underlain by sedimentary and
volcanic rocks, numerous intermediate to mafic subvolcanic intrusive sheets, and
is intruded by several granitoid stocks. The majority of identified
mineralization is hosted within the Central and Southern Volcanic Belts and
historic production demonstrates the presence of small zones of higher-grade
mineralization. A technical report entitled Technical Report and Resource
Estimation Update on the Goldlund Project, that was prepared in accordance with
NI 43-101, was filed on SEDAR on February 10, 2017, and is available under the
Companys SEDAR profile. The project contains Indicated Resource of 9.3 Mt
grading 1.87 g/t Au, containing 560,000 oz Au, and Inferred Resources of 40.9 Mt
grading 1.33 g/t Au, containing 1,750,000 oz Au. Mining in the 1980s produced
approximately 90,700 tonnes at 5.14 g/t Au from underground and 39,000 tonnes @
5.83 g/t from a small open pit. The Goldlund Project has excellent
infrastructure with year-round road access to the property from Ontario Highway
72 which is 2km to the south and regional powerline which is 15km to the north.
There exists a strong relationship with the towns and First Nation groups in the
local communities.

Tier 2 Projects

Duquesne Gold Project, Quebec

Also acquired through the acquisition of Clifton Star, Duquesne
covers 936 hectares and is located in the Abitibi Region of Quebec. The Company
owns a 100% interest in the Duquesne Gold Project which hosts an NI 43-101
Indicated Resource of 1.9 Mt grading 3.33 g/t Au, containing 199,000 oz Au, and
an Inferred Resource of 1.6 Mt grading 5.58 g/t Au, containing 281,000 oz Au. A
technical report entitled 43-101 Technical Report Resource Estimate of the
Duquesne Gold Property, that was prepared in accordance with NI 43-101, was
filed by Clifton Star on SEDAR on October 28, 2011, and is available under
Clifton Stars SEDAR profile. The Duquesne Gold Project situated along the
Destor-Porcupine Break, which boasts historical production of 192 million oz Au,
is proximal to excellent infrastructure and a skilled labour pool.

Pitt Gold Project, Quebec

Purchased from Brionor, the Pitt Gold Property, which covers
384 hectares, is located in the Abitibi Region of Quebec and is close to First
Mining's 100% owned Duquesne Gold Project and 10% indirect interest in the
Duparquet Gold Project. A technical report in support of these resources,
entitled NI 43-101 Technical Report and Review of the Preliminary Mineral
Resource Estimate for the Pitt Gold Project, Duparquet Township, Abitibi Region,
Quebec, Canada, was prepared in accordance with NI 43-101 and was filed by the
Company on SEDAR on January 6, 2017 under the Companys SEDAR profile. The Pitt
Gold Property which, at a cut-off grade of 3.0 g/t Au, is estimated to have
Inferred Resources of 1,076,000 tonnes grading 7.42 g/t Au, containing 257,000
oz Au.

Tier 3 Projects

Lac Virot Iron Ore Project, Newfoundland

Acquired through the acquisition of Coastal Gold, the Lac Virot
Property is located near the town of Labrador City in western Labrador. The
Company owns 100% interest in 4 map-staked licenses with a combined 225 claims
covering a total area of 5,625 hectares. The Lake Superior-type iron formation
(LSTIF) occurrences of the Lac Virot area lie in the Labrador-Quebec Fold Belt
or Labrador Trough, within the Sokoman Formation of the Lower Proterozoic
(Aphebian) Knob Lake Group. The project is in a strategic location surrounded by
four iron ore mines in the Southern Labrador Trough. Close proximity to power, a
multi-use railway and a deep sea port. A total of 11,713 metres was drilled in
42 holes during 2012 which focused on high priority targets previously outlined
by a 882 km gravity survey.

Page 10

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

Horseshoe Island Gold Project, Ontario

Acquired through the acquisition of Gold Canyon, the 100%
interest in the Horseshoe Island Gold Project, situated in the Archean
Birch-Uchi greenstone belt, and within the prolific Red Lake Mining District of
northwestern Ontario, is comprised of 14 claims covering 2,088 hectares. Gold
Canyon previously completed an extensive Mobile Metal Ion (MMI) survey which
displayed that elongate, shear-related gold anomalies are widespread and may be
scattered along the entire 7 km length of the property. The surveys also
produced copper and zinc anomalies in VMS favorable environments. Historic
drilling has indicated the presence of Nickle, Platinum, and Palladium in a
layered gabbro intrusive. The project has a long exploration history during
which time 24,138 metres of drilling has been completed.

Mexican Mineral Properties

Tier 3 Projects

Miranda, Sonora

The Miranda gold property consists of three claims; Miranda,
Miranda 1 and La Arena covering 16,035 hectares in the Sonoran Desert within a
structural corridor called the Sonora- Mojave Megashear ("SMM trend").

The SMM trend hosts several operating gold mines and deposits,
some of which exceed 10 million ounces of gold such as Herradura-Dipolos in
western Sonora, Mexico, and other smaller deposits; Mesquite (7 M oz Au) and
Picacho in Arizona, and Chanate, San Francisco, and La Choya in Sonora, Mexico.
The Miranda property lies in the south-central part of the SMM trend, adjacent
to the San Felix and El Antimonio mining districts on the south and east
respectively. Miranda covers multiple prospects and gold occurrences including
the inactive mines La Fortuna and El Gigio (internal claims which do not belong
to the Company). Additionally, the property exhibits structures and lithologies
favorable for the development of large orogenic (mesothermal) ore deposits
similar to those occurring along the SMM trend. During 2015, 151 rock chip
samples were taken and analyzed with values ranging between nil and 7.29 g/t Au.
Additionally, 3,486 soil samples were collected and analyzed.

Socorro, Sonora

The Socorro property was reduced and separated into fractions
in 2015 subject to government approval and now consists of four claims: El
Socorro Frac 1, El Socorro Frac 2, El Socorro Frac 3 and Tizoc R1 covering
35,654 hectares. It is a regional gold exploration play with dozens of pits and
placer deposits with excellent potential to host both bulk open-pit,
heap-leachable deposits as well as high-grade gold in high-angle structures. The
southern part of the concession covers the northern extension of the El Chanate
mine, while the central and northern portion cover mesothermal gold veins within
a regional structure over 10 km long.

Work to date on the property includes interpretation of ASTER
images mapping and initial surface reconnaissance.

During 2015, the Company took 53 rock chip samples on the
property with values ranging from nil to 41.0 g/t Au. Additionally, 7,737 soil
samples were taken and analyzed.

San Ricardo, Sonora

The San Ricardo property consists of nine claims, two of which,
San Ricardo and San Ricardo 2, cover 50 hectares and an existing small mine that
was acquired by KCP through an option agreement in 2013. The remaining seven
claims: Teocuitla, Teocuitla 2, Teocuitla 4, Angel, Tlaloc, Tlaloc 2 and Aztlan
cover 37,350 hectares, and were staked by the Company between 2009 and 2011.
Mineralization on the property is epithermal in nature and has not been
constrained along strike or depth by drilling.

All underground workings on the San Ricardo vein system were
opened up and saw sampled, and several hundred metres of trenches were excavated
and sampled. Subsequently, 14 diamond drill-holes were drilled on the property
to test two veins, the Santa Cruz and Mina Antigua, at shallow levels. Drill
results in the Santa Cruz vein varied from minor precious metal mineralization to 2.3 m at
23.1 g/t Au, whereas the Mina Antigua vein contained 4.5 m at 100.4 g/t Ag.

Page 11

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

During 2015, the Company took 59 reconnaissance rock samples
with values ranging from nil to 33.7 g/t Au and completed a 4,993 soil samples
geochemical survey.

Puertecitos, Sonora

The Puertecitos property consists of two claims, Puertecitos
and Puertecitos 2, covering 9,060 hectares staked by the Company in 2009.
Located 32 km southwest of the Sasabe border crossing between the US and Mexico,
Puertecitos is 40 km west of the Companys Los Tamales property and 32 km
northeast of the Peñoles Los Humos deposit, a 625 Mt porphyry copper system
grading 0.32% Cu. Widespread copper oxides outcrop at Puertecitos and the
presence of sericite and secondary biotite in breccia fragments from dikes and
pipes suggest that a porphyry system may exist under the extensive rhyolite
flows on the property. In 2015, the Company entered into an option agreement
with Peñoles under which the Puertecitos property may be acquired. On August 8,
2016, Peñoles notified the Company of its decision to discontinue exploration on
the project and consequently the option agreement was terminated.

Los Tamales, Sonora

The Los Tamales property consists of two claims, Teocuitla 5
and Teocuitla 8, which cover 3,851 hectares staked by the Company in 2010. Los
Tamales is a porphyry copper-molybdenum system located 125 km southwest of
Tucson, Arizona and 28 km south of the US-Mexican border. The property was
discovered by a water well sampling program during a joint United States
Geological Survey and Servicio Geologico Mexicano reconnaissance effort in the
1970s, and was the subject of two USGS open-file reports 94-685 and 84-289. Five
diamond drill holes tested copper and molybdenum soil geochemical anomalies in
2013 along a five km strike length with all holes showing low grade chalcopyrite
and molybdenite mineralization. The deposit as currently interpreted suggests it
is the deep level of a large system dissected by low angle faulting. In 2015,
the Company entered into an option agreement with Peñoles under which the Los
Tamales property may be acquired. On August 8, 2016, Peñoles notified the
Company of its decision to discontinue exploration on the project and
consequently the option agreement was terminated.

El Apache, Sonora

The El Apache property contains 11,417 hectares in two claims;
El Apache and Tlahuac, both staked by the Company in 2011.

El Apache is largely covered by wind-blown sand of the western
Sonoran Desert and lies in a highly prospective area within the prolific
Sonora-Mojave megashear gold belt. The property lies 10 km east of the largest
gold-only mine in Mexico, Fresnillos Herradura complex and 10 km south of La
Choya mine.

Work to date includes partial surface reconnaissance,
interpretation of the governments magnetic data and limited surface sampling in
two small outcropping hills. Future work will entail ZTEM, detailed
magnetometry, bleg sampling, and enzyme leach-type geochemical surveys to
identify drill targets under sand cover.

Batacosa, Sonora

The Batacosa property consists of one claim covering 3,600
hectares staked by the Company in 2011. Batacosa is a porphyry copper-molybdenum
system located 55 km northeast of Ciudad Obregon and 220 km southeast of
Hermosillo, capital of the state. Batacosa was discovered by Cominco in the
1970s and subsequently drilled by them and other companies between 1970 and
2000. A total of 8,000 metres was drilled in 47 drill holes. The Company has
delineated two untested targets within the property.

Montana Negra, Sonora

The Montana Negra property consists of one claim, Montana
Negra, covering 852 hectares. The property covers Proterozoic rocks that the
Company believe may be favorable for gold mineralization and is located in North
Central Sonora, 20 km southeast of Cananea. The Orogenic gold system,
similar to La Choya and San Francisco mines, targets are open-pit leachable
mineralization in granitic and metamorphic rocks. Additional field work is
required to fully evaluate the property following preliminary surface samples
that reported from nil to 9.5 g/t Au.

Page 12

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

Las Margaritas, Durango

The Las Margaritas property is 500 hectares consisting of two
mining concessions approximately 150 km from Durango City. The property was
acquired through an Assignments of Rights Agreement signed July 6, 2011 and is
subject to a 1% NSR royalty payable to the vendor which may be purchased at any
time before July 6, 2016 for USD $500,000. The project is located in the
Barrancas subprovince of the Sierra Madre Occidental. Some limited gold mining
by artisanal prospectors is known to have taken place on the project in the
early 20th century and the project contains a known vein with quartz, argillic
alteration striking for at least 1.8 km. In 2016, a two-year extension was
negotiated with the vendor which granted the Company the option to purchase the
royalty by November 2018 in consideration for an additional USD $100,000  payable
over two years.

Geranio, Oaxaca

The Geranio property consists of six claims: La Ramita,
Geranio, Violeta, Azucena, El Jilguero and La Orquidea, which combined, cover
540 hectares. Additionally, the Company has also staked a much larger block of
ground to the north, east and south of the Natividad system.

The Geranio project lies adjacent and directly north of the
historic Natividad Mining District, 70 km north of the city of Oaxaca in
southern Mexico. Natividad is a series of five bonanza grade gold and silver
veins in a black shale host rock which over the last 70 years has produced 1.5
million ounces of gold equivalent. The property covers approximately 1,200
metres of strike length of the northern extension of the Natividad vein system.

Two ASARCO exploration diamond drill holes were drilled on the
Geranio property in 1992; hole N-20 intersected 0.6 m at 36 g/t Au and 315 g/t
Ag, whereas hole N-24 intersected 0.7 m at 45 g/t Au and 120 g/t Ag. The
Companys objective is to delineate another Natividad mineralized system with
comparable precious metal contents.

El Roble, Oaxaca

The El Roble property, located in the Natividad mining district
consists of two claims staked by the Company, El Roble and El Roble 2, which
were recently reduced to 9,666 hectares. The property covers the northern
extension of Natividad veins and other historic bonanza producers such as El
Banco mine. Relevant exploration features include a 15 km strike length of a
large magnetic high representing an intrusive body at depth believed to be
associated with high-grade gold mineralization in veins. Work to date includes
regional geology, airborne magnetics and reconnaissance sampling of selected
areas.

Lachatao, Oaxaca

The Lachatao property, located in Oaxaca Mexico, consists of
three claims known as Lizi 1, Lizi 1 Fraccion 2, and Lizi 1 Fraccion 3 covering
5,126 hectares and staked by the Company. Targets in the property include
high-grade gold bonanza veins in black shales as well as stockworks and
disseminated gold in volcanic rocks.

Page 13

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

USA Mineral Property

Tier 3 Projects

Turquoise Canyon, Nevada

The Turquoise Canyon property (formerly the Bald Mountain
property) located in Nevada is wholly-owned by First Mining. The property
consists of 188 unpatented claims totaling 3,872 acres located along the Battle
Mountain-Eureka Trend, 16 km south of Barrick Gold Corp.'s Cortez Mine Complex
(23 million oz Au), and nine km west of its newly discovered Gold Rush deposit
(7.0 million oz Au) and 1.5 km east of the Toiyabe Mine, a Carlin type gold
deposit that produced 89,000 ounces of gold in the 1990s.

Results of an airborne ZTEM survey commissioned by the Company
show an antiformal structure in the underlying Roberts Mountain Thrust which
will be the focus of future exploration. A gravity high and anomalous
conductive/polarizable anomalies at the southwest corner of the property are
high priority drill targets. Six other potential drill targets were interpreted
from two induced polarization/resistivity lines run over the property.

SELECTED ANNUAL INFORMATION

The following is a summary of selected audited financial
information for the last three completed fiscal years:

|                                                 |   | Ending       |   |   | Ending       |   |   | Ending       |  
|------------------------------------------------ | - | ------------ | - | - | ------------ | - | - | ------------ | -
|                                                 |   | December 31, |   |   | December 31, |   |   | December 31, |  
|                                                 |   | 2016         |   |   | 2015         |   |   | **2014 (2)** |  
|Net Loss                                         | $ | (11,154,923  | ) | $ | (5,082,057   | ) | $ | (723,138     | )
|Net Loss Per Share (basic and diluted)
      (1) |   | (0.03        | ) |   | (0.05        | ) |   | (0.02        | )
|Cash and Cash Equivalents                        |   | 33,157,447   |   |   | 683,608      |   |   | 39,914       |  
|Mineral Properties                               |   | 223,462,223  |   |   | 107,592,331  |   |   | 6,563,461    |  
|Total Assets                                     |   | 269,558,457  |   |   | 109,268,514  |   |   | 9,548,844    |  
|Total Non-current
      Liabilities              | $ | 2,106,371    |   | $ | -            |   | $ | -            |  

|(1) | 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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Amounts reported in the 2014 period have been restated
      due to the change in the Companys presentation currency from US dollars
      to Canadian dollars.  

Net Loss

Net loss has increased from 2014 to 2016, which was primarily
due to the growth in the Companys activity subsequent to the RTO on March 30,
2015 and following the completion of eight acquisitions to December 31, 2016.
This activity resulted in higher expenditures which largely drive the increase
in net loss. Excluding non-cash share based payment charges, expenditures were
$6,278,664 and $2,218,748, in the years ending December 31, 2016 and 2015,
respectively. The year-over-year increase in expenditures were primarily
attributable to an increase in investor relations, corporate development and
marketing initiatives, and the hiring of additional employees consistent with
the Companys growth.

Cash and cash equivalents

Cash and cash equivalents increased by $643,694 between 2015
and 2014, and $32,473,839 between 2016 and 2015. Over the period from January 1,
2015 to December 31, 2016, the increase in cash and cash equivalents were
primarily due to private placements of $32,024,965 and cash acquired through
acquisitions of $14,491,363, partially offset by cash used in operating and
investing activities during the periods.

Page 14

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

Total Assets

Total assets increased by $99,719,670 between 2015 and 2014,
and $160,289,943 between 2016 and 2015. The eight mineral property acquisitions
since the RTO explain 99% and 76% respectively of these annual total assets
increases. Following continued investment in the mineral property portfolio
throughout 2016, other notable increases in total assets were a result of the
$27,000,000 private placement completed in August 2016, the Silver One
marketable securities received as part of the Mexican asset divestiture, and the
addition of other assets such as equipment and receivables included as part of
the acquisitions.

SUMMARY OF QUARTERLY RESULTS

2016 Fiscal Year

|                                                 |   | 2016-Q4     |   |   | 2016-Q3     |  |   | 2016-Q2     |   |   | 2016-Q1     |  
|------------------------------------------------ | - | ----------- | - | - | ----------- |  | - | ----------- | - | - | ----------- | -
|Net (Loss) Income                                | $ | (3,553,041  | ) | $ | 134,446     |  | $ | (6,446,222  | ) | $ | (1,290,106  | )
|Net Loss Per Share (basic and diluted)
      (1) |   | (0.01       | ) |   | 0.00        |  |   | (0.02       | ) |   | (0.00       | )
|Cash and Cash Equivalents                        |   | 33,157,447  |   |   | 36,323,320  |  |   | 9,632,406   |   |   | 1,541,350   |  
|Mineral Properties                               |   | 223,462,223 |   |   | 226,591,142 |  |   | 230,321,614 |   |   | 108,248,593 |  
|Total Assets                                     | $ | 269,558,457 |   | $ | 272,779,533 |  | $ | 243,448,644 |   | $ | 111,644,024 |  

|(1) | 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 except 2016-Q3. In 2016-Q3, although
      the outstanding stock options and warrants had a dilutive effect on the
      net income, the basic and diluted income per share calculation still
      result in the same amount.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2015 Fiscal Year

|                                                 |   | 2015-Q4     |   |   | 2015-Q3    |   |   | **2015-Q2(2)** |   |   | **2015-Q1(2)** |  
|------------------------------------------------ | - | ----------- | - | - | ---------- | - | - | -------------- | - | - | -------------- | -
|Net Loss                                         | $ | (1,878,657  | ) | $ | (1,101,148 | ) | $ | (659,040       | ) | $ | (1,443,212     | )
|Net Loss Per Share (basic and diluted)
      (1) |   | (0.04       | ) |   | (0.01      | ) |   | (0.01          | ) |   | (0.03          | )
|Cash and Cash Equivalents                        |   | 683,608     |   |   | 2,288,325  |   |   | 4,568,981      |   |   | 6,815,090      |  
|Mineral Properties                               |   | 107,592,331 |   |   | 26,576,330 |   |   | 7,678,559      |   |   | 7,663,659      |  
|Total Assets                                     | $ | 109,268,514 |   |   | 29,748,843 |   | $ | 14,183,846     |   | $ | 14,753,472     |  

|(1) | 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.  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Amounts reported in 2015-Q2 and 2015-Q1 have been
      restated due to the change in the Companys presentation currency from US
      dollars to Canadian dollars.

In the following paragraphs, quarterly results are discussed
relative to the preceding quarters results.

In 2016-Q4, the Companys marketable securities declined in
value and thereby recognized a $1.2 million mark-to-market fair value adjustment
loss. The one-off $0.8 million gain on divestiture of subsidiaries and $1.0
million foreign exchange gain in 2016-Q3 did not recur in 2016-Q4. As a result,
the Company recorded a net loss in 2016-Q4 compared to a net income in 2016-Q3.
The Company primarily used its cash in operating and investing activities,
including drilling expenditures which are capitalized to mineral properties.
Therefore, cash and cash equivalents declined during 2016-Q4.

In 2016-Q3, the Company completed its divestiture transaction
of three Mexican mineral properties, which resulted in a gain of $0.8 million
and a realized foreign exchange gain of approximately $1.0 million currency
translation adjustment (CTA) reclassification. These gains were partially
offset by the Companys expenditures, resulting in a net income in 2016-Q3. The
increase in cash and cash equivalents was primarily driven by the completion of
a $27.0 million non-brokered private placement.

Page 15

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

The net loss in 2016-Q2 was $5.2 million higher than the net
loss in 2016-Q1 mainly due to the $4.7 million non-cash share-based payments
expense from the 10,770,000 share options granted during the period. In
addition, salaries increased as a result of hiring additional employees
consistent with the Companys growth, The increase in cash and cash equivalents
and total assets from 2016-Q1 were primarily due to the completion of the four
mineral property acquisitions in 2016-Q2, and in particular the $10.8M cash from
Clifton Star.

In 2016-Q1, net loss decreased by 31% from 2015-Q4 primarily
due to the $0.6 million non-recurring write-down of Mexican mineral properties.
The increase in cash and cash equivalents and mineral properties from 2015-Q4
were primarily due to the completion of the Goldrush acquisition in 2016-Q1.

In 2015-Q4, net loss increased by 71% from 2015-Q3 primarily
due to the $0.6 million non-recurring write-down of Mexican mineral properties
which formed part of the Companys strategic decision to drop certain
concessions. Cash and cash equivalents steadily declined as the Company used its
cash in operating and investing activities, including transaction costs for its
mineral property acquisitions. Total assets increased $81.3 million following
the acquisition of Gold Canyon and PC Gold in 2015-Q4.

The net loss in 2015-Q3 was $0.4 million higher than the net
loss in 2015-Q2 primarily due to the increase in non-cash share-based payments
expense, the hiring of additional employees, and the increase in marketing and
investor relations initiatives given the Company engaged in more corporate
activity. Cash and cash equivalents declined as the Company used cash to pay for
its operating activities and transaction costs for its investing activities
acquisition. Mineral properties increased $17.5 million following completion of
the Coastal Gold acquisition.

The net loss in 2015-Q2 was $0.7 million, as the Company began
to increase its activity following the RTO. Cash and cash equivalents steadily
declined as the Company used its cash in operating and investing activities,
including a temporary loan to Coastal Gold ahead of its acquisition. Mineral
properties was comparable to 2015-Q1.

Excluding the non-cash share-based payments expense of $0.7
million, net loss in 2015-Q1 was $0.7 million. The increase in cash and cash
equivalents was primarily due to the completion of a $5.0 million private
placement and conversion of subscription receipts of $2.7 million. The Companys
$6.6 million portfolio consisted of Mexican and US mineral properties as of
2015-Q1.

Page 16

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

RESULTS OF CONTINUING OPERATIONS

For the three months and year ended December 31, 2016 and
2015

|                                                                                                      |   | Three months ended December 31, |   |   | Year ended December 31, |  
|----------------------------------------------------------------------------------------------------- | - | ------------------------------- | - | - | ----------------------- | -
|                                                                                                      |   | 2016                            |   |   | 2015                    |  
|                                                                                                      |   |                                 |   |   |                         |  
|EXPENDITURES                                                                                          |   |                                 |   |   |                         |  
|Administrative and office                                                                             | $ | 259,738                         |   | $ | 62,685                  |  
|Depreciation                                                                                          |   | 52,878                          |   |   | 814                     |  
|Consultants                                                                                           |   | 44,346                          |   |   | 60,991                  |  
|Exploration and evaluation                                                                            |   | (74,568                         | ) |   | 22,706                  |  
|Investor relations, corporate development and
             marketing communications                   |   | 690,550                         |   |   | 241,350                 |  
|Professional fees                                                                                     |   | 216,390                         |   |   | 234,245                 |  
|Salaries and directors fees                                                                           |   | 275,487                         |   |   | 94,772                  |  
|Share-based payments                                                                                  |   | 249,382                         |   |   | 268,633                 |  
|Transfer agent and filing fees                                                                        |   | 69,668                          |   |   | 8,148                   |  
|Travel and accommodation                                                                              |   | 129,832                         |   |   | 36,305                  |  
|Loss before other items                                                                               |   | (1,913,703                      | ) |   | (1,030,649              | )
|                                                                                                      |   |                                 |   |   |                         |  
|Charge related to public company listing                                                              |   | -                               |   |   | -                       |  
|                                                                                                      |   |                                 |   |   |                         |  
|Foreign exchange gain (loss)                                                                          |   | 98,039                          |   |   | (178,998                | )
|(Loss) gain on divestiture of subsidiaries                                                            |   | (35,229                         | ) |   | -                       |  
|Gain on debt settlement                                                                               |   | -                               |   |   | 3,650                   |  
|Marketable securities fair value adjustment                                                           |   | (1,246,940                      | ) |   | -                       |  
|Interest and other expenses                                                                           |   | (66,831                         | ) |   | (110,973                | )
|Interest and other income                                                                             |   | 96,737                          |   |   | 4,857                   |  
|Write-down of mineral properties                                                                      |   | (485,114                        | ) |   | (566,544                | )
|                                                                                                      |   |                                 |   |   |                         |  
|Net loss for
      the year                                                                           | $ | (3,553,041                      | ) | $ | (1,878,657              | )
|                                                                                                      |   |                                 |   |   |                         |  
|Other comprehensive (loss) income                                                                     |   |                                 |   |   |                         |  
|Items that may be reclassified to profit or loss:                                                     |   |                                 |   |   |                         |  
|Reclassification of currency translation
      adjustment        on divestiture of
      subsidiaries |   | -                               |   |   | -                       |  
|Currency translation adjustment                                                                       |   | 95,596                          |   |   | 455,219                 |  
|Other
      comprehensive (loss) income                                                               |   | 95,596                          |   |   | 455,219                 |  
|                                                                                                      |   |                                 |   |   |                         |  
|Total
      comprehensive loss for the year                                                           | $ | (3,457,445                      | ) | $ | (1,423,438              | )

Fiscal Year 2016 Compared to Fiscal Year
2015

For the year ended December 31, 2016, total expenditures
increased by $7,946,707 compared to the year ended December 31, 2015. This
increase was primarily due to the following variances.

- Administrative and office expenses increased by $404,658 during the year
  ended December 31, 2016 compared to the same period in 2015. This increase was
  due to the increased corporate activity of the Company.
- Investor relations, corporate development and marketing communications
  expenses increased by $2,506,989 in 2016 compared to the same period in 2015,
  due to an overall increase in marketing initiatives, corporate development
  activities and attendance at retail and institutional investor conferences.

Page 17

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

- Professional fees increased by $195,612 during the year ended December 31,
  2016 compared to the year ended December 31, 2015. This increase was primarily
  due to increased legal, accounting and auditor fees in 2016 as a result of the
  acquisitions and sale transaction, which were not comparable in the
  comparative period following the Company listing on March 30, 2015.
- For the year ended December 31, 2016, salaries and directors fees increased
  by $755,130 compared to the same period of prior year. This increase was
  primarily due to the hiring of additional employees and the commencement of
  directors fees. No director fees were recorded in 2015.
- For the year ended December 31, 2016, share-based payments increased by
  $3,886,791 compared to the same period of prior year as more share options
  with a higher fair value per option were granted during the year of 2016
  compared to the same period of 2015.

In addition, notable variances of other income and expense
items were as follows:

- The foreign exchange gain in the year in 2016 was primarily a result of the
  reclassification of $1,021,847 million in accumulated other comprehensive
  income, currency translation adjustment, into foreign exchange gain in the
  statements of net income (loss). This was a result of the divestiture of a
  foreign subsidiary, with US dollar functional currency, from the Silver One
  Transaction. The foreign exchange loss in the year in 2015 was predominantly
  the result of Canadian entities accounts payable and loan payable balances
  that were denominated in US dollars.
- During the year ended December 31, 2016, a non-cash gain on divestiture of
  subsidiaries of $806,714 was recorded compared to $nil in the same period of
  2015. This was the accounting gain from the Silver One Transaction.
- For the year ended December 31, 2016, a marketable securities fair value
  adjustment of $(1,071,944) was recorded compared to $nil in the prior year
  period. The negative fair value adjustment was primarily driven by the mark to
  market adjustment on the Silver One securities.
- During the year ended December 31, 2015, the Company recognized a one-time
  charge, related to the RTO public company listing, of $655,130 which
  represented the fair value of consideration paid in excess of net assets
  acquired, less associated transaction costs.
- For the year ended December 31, 2016, a currency translation adjustment
  (CTA) loss of $1,383,570 was recorded, compared to a $1,424,729 gain in the
  prior year period. The CTA loss in the 2016 year was primarily a result of the
  reclassification of $1,021,847 million of accumulated other comprehensive
  income as described above and the revaluation of mineral property balances,
  which were held by foreign subsidiaries with a US dollar function currency.
  CTA fluctuations were a result of the closing USD/CAD foreign exchange rate
  having decreased in the 2016 year but increased in the 2015 year.

Fourth Quarter 2016 Compared to Fourth Quarter
2015

For the three months ended December 31, 2016, total
expenditures increased by $883,054 compared to the three months ended December
31, 2015. This increase was primarily due to the following variances.

- Administrative and office expenses increased by $197,053 during the three
  months ended December 31, 2016, compared to the three months ended December
  31, 2015. This increase was due to the increased corporate activity of the
  Company.
- Investor relations, corporate development and marketing communications
  expenses increased by $449,200 during the three months ended December 31,
  2016, due to an overall increase in marketing initiatives, corporate
  development activities and attendance at retail and institutional investor
  conferences.
- For the three months ended December 31, 2016, salaries and directors fees
  increased by $180,715 compared to the same period of the prior year. This
  increase was primarily due to the hiring of additional employees and the
  commencement of directors fees. No director fees were recorded in 2015.

Page 18

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

- Professional fees decreased by $17,855 during the three months ended
  December 31, 2016 compared to the three months ended December 31, 2015. This
  was primarily due to decreased level of acquisition and other corporate
  transaction activities in the fourth quarter of 2016 compared to the same
  period in 2015.
- The amount for share-based payments remained comparable between the two
  periods in 2016 and 2015.

In addition, notable variances of other income and expense
items were as follows:

- For the three months ended December 31, 2016, a foreign exchange gain of
  $98,036 was recorded, compared to a loss of $178,998 for the three months
  ended December 31, 2015. The foreign exchange gain in the fourth quarter of
  2016 was primarily a result of the strengthening USD/CAD foreign exchange rate
  which increased the CAD value of cash and cash equivalents denominated in US
  dollars. On the other hand, the foreign exchange loss in the same period of
  2015 was primarily a result of the strengthening USD/CAD foreign exchange rate
  which increased the CAD value of accounts payable and loan payable denominated
  in US dollars.
- For the three months ended December 31, 2016, a marketable securities fair
  value adjustment of $(1,246,940) was recorded compared to $nil in the prior
  year period. This negative fair value adjustment was primarily driven by the
  mark to market adjustment of the Silver One securities.
- For the three months ended in December 31, 2016 and December 31, 2015, the
  Company recognized CTA gains, which were primarily due to the foreign exchange
  revaluation of mineral property balances held by foreign subsidiaries with a
  USD functional currency. The closing USD/CAD foreign exchange rates increased
  in both periods, resulting in CTA gains in both periods.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

|                                          |   | Year ended December 31, |  
|----------------------------------------- | - | ----------------------- | -
|                                          |   | 2016                    |  
|CASH PROVIDED BY (USED IN)                |   |                         |  
|Operating activities                      | $ | (7,079,546              | )
|Investing activities                      |   | 7,038,187               |  
|Financing activities                      |   | 32,542,594              |  
|CHANGE IN CASH
      AND CASH EQUIVALENTS |   | 32,473,839              |  
|Working capital(1)                        |   | 39,601,370              |  
|Cash and cash equivalents, beginning      |   | 683,608                 |  
|Cash and cash equivalents, ending         | $ | 33,157,447              |  

|(1) | Working Capital is a non-IFRS measurement with no
      standardized meaning under IFRS. For further information and a detailed
      reconciliation, please see section Non-IFRS Measures  Working
    Capital.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Cash and Cash Equivalents

The increase in cash and cash equivalents from December 31,
2015 to December 31, 2016 was primarily due to the $26,842,807 of cash provided
from the August 2016 private placement and the $14,243,523 of cash provided from
corporate acquisitions and, partially offset by the cash used in operating and
investing activities.

Operating Activities

Cash used in operating activities increased by $4,838,481
during the year ended December 31, 2016 compared to the same period in 2015. The
increase in cash used was primarily due to the settlement of various liabilities
associated with acquisitions, and other accounts payable related to increased
expenditures following the Companys growth.

Page 19

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

Investing Activities

Cash provided by investing activities increased by $12,352,218
during the year ended December 31, 2016 compared to the same period in 2015. The
increase was primarily related to the $14,243,523 of residual cash from the
acquisitions during the 2016 year, partially offset by the mineral property
expenditures of $4,052,848 and cash transaction costs incurred on the five
acquisitions during the 2016 year of $2,277,652. This compared to mineral
property expenditures of $1,567,255 and cash transaction costs of $4,076,843 in
the 2015 year.

Financing Activities

The cash provided by financing activities in the year ended
December 31, 2016, was primarily the result of net cash proceeds of $26,842,807
from the August 2016 private placement and proceeds of $6,581,962 from exercise
of warrants and share options. The cash provided by financing activities during
the year ended December 31, 2015 were mainly due to the proceeds of pre-RTO
private placements of $4,478,580 and cash released from escrow of
$2,723,750.

Trends in Liquidity, Working Capital, and Capital
Resources

As at December 31, 2016, the Company has working capital of
$39,601,370. 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
year ended December 31, 2016, the Company had negative cash flow from operating
activities, and the Company anticipates it will have negative cash flow from
operating activities in future periods.

The Company has, in the past, financed its activities by
raising capital through equity issuances. Until it can generate a positive cash
flow position, in order to finance its exploration programs, the Company will
remain reliant on the equity markets for raising capital, in addition to
adjusting spending, disposing of assets and obtaining other non-equity sources
of financing.

The Company believes it has sufficient cash resources to meet
its exploration and administrative overhead expenses and maintain its planned
exploration activities for the next twelve months. However, there is no
guarantee that the Company will be able to maintain sufficient working capital
in the future due to market, economic and commodity price fluctuations.

OUTLOOK

The Companys principal business activity is the acquisition of
high-quality mineral assets in the Americas with a view to either advancing them
or holding them until a time when market values improve. At a time when market
values are significantly lower than in the immediately preceding years, the
Companys key objective is to rapidly build and expand its mineral bank. As at
December 31, 2016, the Company holds a portfolio of 25 mineral properties in
Canada, Mexico and the United States. This increased from 19 mineral properties
as at December 31, 2015 following the 2016 acquisitions of Goldrush, Clifton
Star, Cameron Gold, and Tamaka in addition to the Pitt Gold property
acquisition.

In 2017, capital investments are underway at certain Canadian
mineral properties, which include temporary structures to hold drill core and
support drill core logging. Given the Companys healthy working capital position
of $39.6 million as at December 31, 2016, primarily a result of the private
placement financing in August 2016, planned exploration drill campaigns are
currently underway at several of its tier 1 Canadian mineral properties.
Additional drilling campaigns and low-cost technical enhancement initiatives are
scheduled in late 2017. Finally, the Company has planned environmental studies,
continued First Nations community consultations, and at least one preliminary
economic assessment study before the end of 2017.

The Companys goal is to grow its mineral bank by increasing
its portfolio to 40 - 50 mineral properties, which will primarily be comprised
of gold, silver, copper, lead, zinc and nickel, subject to market conditions.
The Company intends to build shareholder value by ultimately entering into
earn-in agreements with third-parties who would move the assets forward into
production whilst the Company retains a residual interest. This could be in the
form of a royalty, metal stream, minority interest, and/or equity positions in
the acquiring third parties.

Page 20

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

MARKETABLE SECURITIES

In addition to the shares in Silver One Resources Inc. acquired
as a result of the Mexican silver asset divestiture transaction, the Company
holds other investments in publicly traded companies within the mining industry
for strategic purposes.

|Security                               |   | December     |  |   | December | 
|-------------------------------------- | - | ------------ |  | - | -------- | 
|                                       |   | 31, **2016** |  |   | 31, 2015 | 
|Silver One Resources Inc. (TSX.V: SVE) | $ | 5,280,000    |  | $ | -        | 
|Other Marketable Securities            |   | 566,627      |  |   | 8,830    | 
|Total                                  | $ | 5,846,627    |  | $ | 8,830    | 

MINERAL PROPERTY INVESTMENTS

The Company,  through its subsidiary Clifton Star Resources Inc., 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 which is one  of the Canadian Tier 2 projects. As at December 31, 2016, the fair value of  mineral property investments was $4,416,780 (December 31, 2015 - $nil).

Duparquet Gold Project, Quebec

Acquired through the acquisition of Clifton Star, the Duparquet
Project covers 1,033 hectares and is located in the Abitibi Region of Quebec
which is one of the world's most prolific gold producing regions.The
Company owns a 10% indirect interest in the Duparquet Gold Project which, on a
100% basis, hosts an NI 43-101 compliant Measured Resource of 165,100t grading
1.45 g/t Au, containing 7,700 oz Au, an Indicated Resource of 59.5 Mt grading
1.57 g/t Au, containing 3.0 million oz Au and an Inferred Resource of 28.5 Mt
grading 1.46 g/t Au, containing 1.3 million oz Au. The NI 43-101 technical
report titled Technical Report and Prefeasibility Study for the Duparquet
Project was filed on SEDAR on May 23, 2014. Infrastructure includes site roads,
access to electrical power 15km away, tailings storage facility and water
management solutions and ancillary site buildings. The Duparquet Gold Project is
currently comprised of three mineral properties: Beattie, Donchester and Dumico.
The 2014 prefeasibility study includes pre-production capital costs of $394
million, a pay-back period of 4.3 years and pre-tax NPV (5%) of $222 million at
USD $1,300 per oz Au.

RELATED PARTY TRANSACTIONS

The Companys related parties consist of the Companys
Directors and Officers, and any companies associated with them. The Company
incurred the following expenditures during the years ended December 31, 2016 and
2015:

|Service or Item                    |   | Year ended December 31, | 
|---------------------------------- | - | ----------------------- | 
|                                   |   | 2016                    | 
|Administration and office expenses | $ | 192,813                 | 

Administration and office expenses include amounts paid to
First Majestic Silver Corp. (First Majestic), a company with two Directors in
common, which provides office space and some administrative services to the
Company.

As at December 31, 2016, included in accounts payable is an
amount of $20,141 (December 31, 2015 - $40,492) due to the Chief Executive
Officer. Included in current liabilities is an amount of $454,819 (December 31,
2015 - $1,560,073) due to First Majestic relating to the promissory notes, as
well as $1,487 (December 31, 2015 - $15,000) due to First Majestic for
administration and office expenses.

Key Management Compensation

Key management includes the Officers and Directors of the
Company. The compensation paid or payable to key management for services during
the years ended December 31, 2016 and 2015 are as follows:

Page 21

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

|Service or Item                 |   | Year
      ended December 31, | 
|------------------------------- | - | ----------------------------- | 
|                                |   | 2016                          | 
|Directors fees                 | $ | 121,000                       | 
|Salaries and fees               |   | 714,606                       | 
|Share-based payments (non-cash) |   | 4,309,634                     | 
|Total                           | $ | 5,145,240                     | 

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

NON-IFRS MEASURES  WORKING CAPITAL

The Company has included a non-IFRS measure for "working
capital in this MD&A to supplement its financial statements, which are
presented in accordance with IFRS. The Company believes that this measure
provides 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.

|                               |   | December 31, |  |   | December 31, |  
|------------------------------ | - | ------------ |  | - | ------------ | -
|                               |   | 2016         |  |   | 2015         |  
|                               |   |              |  |   |              |  
|Current assets                 | $ | 40,825,864   |  | $ | 1,274,452    |  
|Less
      Current liabilities |   | 1,224,494    |  |   | 4,708,127    |  
|Working capital                | $ | 39,601,370   |  | $ | (3,433,675   | )

Page 22

---

|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

CHANGES IN ACCOUNTING POLICIES

The annual consolidated financial statements for the year ended
December 31, 2016 were prepared using accounting policies consistent with those
used in the audited annual consolidated financial statements for the year ended
December 31, 2015.

ACCOUNTING STANDARDS ISSUED BUT NOT YET APPLIED

The following are accounting standards anticipated to be
effective January 1, 2017 or later:

IFRS 12 Disclosure of Interests in Other EntitiesIFRS 12
has amendments to clarify that the disclosures requirements of IFRS 12 are
applicable to interest in entities classified as held for sale except for
summarised financial information (paragraph B17 of IFRS 12). The amendments are
effective for annual periods beginning on or after January 1, 2017. The Company
is currently evaluating the impact this standard is expected to have on its
consolidated financial statements.

IAS 7 Statement of Cash FlowsThe amendments require
entities to provide disclosures about changes in their liabilities arising from
financing activities, including both changes arising from cash flows and
non-cash changes (such as foreign exchange gains or losses). The amendments are
effective for annual periods beginning on or after January 1, 2017. The Company
is currently evaluating the impact this standard is expected to have on its
consolidated financial statements.

IAS 12 Income TaxesIAS 12 has amendments to clarify the
accounting for deferred tax assets for unrealised losses on debt instruments
measured at fair value. The amendments clarify that an entity needs to consider
whether tax law restricts the sources of taxable profits against which it may
make deductions on the reversal of that deductible temporary difference.
Furthermore, the amendments provide guidance on how an entity should determine
future taxable profits and explains in which circumstances taxable profit may
include the recovery of some assets for more than their carrying amount.
Application of the standard is mandatory for annual periods beginning on or
after January 1, 2017. Currently, no impact on the Companys consolidated
financial statements is expected.

IFRS 2 Share-based PaymentsThe IASB issued amendments to
IFRS 2 in relation to classification and measurement of share-based payment
transactions.

The amendments address three main areas: the effects of vesting
conditions on the measurement of a cash-settled share-based payment transaction,
the classification of a share-based payment transaction with net settlement
features for withholding tax obligations, and the accounting where a
modification to the terms and conditions of a share-based payment transaction
changes its classification from cash-settled to equity-settled. The amendments
are effective for annual periods beginning on or after January 1, 2018. The
Company is currently evaluating the impact this standard is expected to have on
its consolidated financial statements.

IFRS 9 Financial InstrumentsIFRS 9 will replace IAS 39
Financial Instruments: Recognition and Measurement. IFRS 9 utilizes a
single approach to determine whether a financial asset is measured at amortized
cost or fair value and a new mixed measurement model for debt instruments having
only two categories: amortized cost and fair value. The approach in IFRS 9 is
based on how an entity manages its financial instruments in the context of its
business model and the contractual cash flow characteristics of the financial
assets. It also introduces a new expected loss impairment model and limited
changes to the classification and measurement requirements for financial assets.
Application of the standard is mandatory for annual periods beginning on or
after January 1, 2018, with early application permitted. The Company is
currently evaluating the impact this standard is expected to have on its
consolidated financial statements.

Page 23

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

IFRS 15 Revenue from Contracts with CustomersIFRS 15 will
replace IAS 18 Revenue, IAS 11 Construction Contracts, and
related interpretations on revenue. IFRS 15 establishes a single five-step model
framework for determining the nature, amount, timing and uncertainty of revenue
and cash flows arising from a contract with a customer. Application of the
standard is mandatory for annual periods beginning on or after January 1, 2018,
with early application permitted. Currently, no impact on the Companys
consolidated financial statements is expected.

IFRIC Interpretation 22 Foreign Currency Transactions and
Advance ConsiderationThe interpretation clarifies that in determining the
spot exchange rate to use on initial recognition of the related asset, expense
or income (or part of it) on the derecognition of a non-monetary asset or
non-monetary liability relating to advance consideration, the date of the
transaction is the date on which an entity initially recognises the nonmonetary
asset or non-monetary liability arising from the advance consideration. If there
are multiple payments or receipts in advance, then the entity must determine a
date of the transactions for each payment or receipt of advance consideration.
The interpretation is effective for annual periods beginning on or after January
1, 2018. The Company is currently evaluating the impact this standard is
expected to have on its consolidated financial statements.

IFRS 16 LeasesIFRS 16 will replace IAS 17 Leases.
IFRS 16 specifies how to recognize, measure, present and disclose leases. The
standard provides a single lessee accounting model, requiring lessees to
recognize assets and liabilities for all leases unless the lease term is 12
months or less or the underlying asset has a low value. Application of the
standard is mandatory for annual periods beginning on or after January 1, 2019,
with early application permitted. The Company is currently evaluating the impact
this standard is expected to have on its consolidated financial statements.

CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The accounting estimates and judgments considered to be
significant to the Company include the carrying values of mineral properties,
the valuation of share-based payments and warrants, the determination of
functional currency, accounting determinations following acquisitions, deferred
income taxes, and future environmental obligations. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognized in the period in which the estimates are revised and in any
future periods affected. In the year ended December 31, 2016, the Company did
not identify any areas where revisions to estimates and assumptions have
resulted in material changes to the results or financial position of the
Company.

Impairment assessments:Management reviews the carrying
values of its mineral properties on at least an annual basis, or when an
impairment indicator exists, to determine whether an impairment should be
recognized. In addition, capitalized costs related to relinquished property
rights are written off in the period of relinquishment. Capitalized costs in
respect of the Companys mineral properties amounted to $223,462,223 as at
December 31, 2016. These costs may not be recoverable and there is a risk that
these assets may be written down in future periods.

Fair value of share-based payments: The Company uses the
fair-value method of accounting for share-based payments related to incentive
share options and compensation warrants modified or settled. Under this method,
compensation cost attributable to options and warrants granted is measured at
fair value at the grant date and expensed over the vesting period. In
determining the fair value, the Company makes estimates of the expected
volatility of the stock as well as an estimated risk-free interest rate and the
expected life using the Black-Scholes model. Changes to these estimates could
result in the fair value of the share-based payments expense being less than or
greater than the amount recorded. During the year ended December 31, 2016, the
Company granted 11,520,000 stock options to Directors, Officers, employees and
consultants.

Page 24

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

Acquisitions: The Company has to determine whether each
acquisition should be accounted for as a business combination or an asset
acquisition. As dictated by IFRS 3 Business Combinations (IFRS 3), the
components of a business must include inputs, processes and outputs. Management
has assessed its acquisitions and has concluded that each did not include all
the necessary components of a business. As such, they have been recorded as
asset acquisitions, being the purchase of mineral properties and/or working
capital.

The Company must use judgment to determine whether it is the
acquirer in each acquisition transaction. Under IFRS 10, the acquirer is the
entity that obtains control of the acquiree in the acquisition. If it is not
clear which company is the acquirer, additional information must be considered,
such as the combined entitys relative voting rights, existence of a large
minority voting interest, composition of the governing body and senior
management, and the terms behind the exchange of equity interests.

Taxes:The Company measures deferred income tax assets and
liabilities using enacted or substantively enacted tax rates at the reporting
date in effect for the period in which the temporary differences are expected to
be recovered or settled. The effect on deferred income tax assets and
liabilities of a change in tax rates is recognized as part of the provision for
income taxes in the period that includes the enactment date. The recognition of
deferred income tax assets is based on the assumption that it is probable that
taxable profit will be available against which the deductible temporary
differences can be utilized.

Environmental reclamation provisions:The Company must
determine if estimates of the future costs to complete reclamation work is
required to comply with existing laws, regulations and agreements in place at
each exploration site. Actual costs incurred may differ from those amounts
estimated. Future changes to environmental laws and regulations could increase
the extent of reclamation work required by the Company. Management determined at
the balance sheet date that no material environmental reclamation provisions
were required under IAS 37 Provisions, Contingent Liabilities and Contingent
Assets.

Financial assets:The Company makes estimates and
assumptions that affect the carrying value of its financial assets. Certain
financial assets are designated as fair value through profit and loss, and
management needs to determine the fair value based on various estimates and
assumptions including equity prices, commodity prices, and other unobservable
market data. Changes to these estimates and assumptions could result in the fair
value being less than or greater than the amount recorded.

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 foreign currency risk, interest
rate risk, credit risk, liquidity risk, and price risk. Where material, these
risks are reviewed and monitored by the Board of Directors.

The Board of Directors 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
far as possible without unduly affecting the Companys competitiveness and
flexibility.

a) 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 foreign currency risk and interest rate risk.

Page 25

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

Foreign Currency Risk

The Company is exposed to the financial risk related to the
fluctuation of foreign exchange rates. The Company operates in Canada, the
United States, and Mexico and a portion of the Companys expenses are incurred
in Canadian dollars (CAD), US dollars (USD), and Mexican Pesos (MXN). A
significant change in the currency exchange rates between the Canadian, US and
Mexican currencies, could have an effect on the Companys results of operations,
financial position or cash flows. The Company has not hedged its exposure to
currency fluctuations.

As at December 31, 2016, the Company is exposed to currency
risk on the following assets and liabilities denominated in USD and MXN. The
sensitivity of the Companys net earnings due to changes in the exchange rate
between the USD and MXN against the Canadian dollar is included in the table
below in Canadian dollar equivalents:

|                                         |   | USD Amount |   |   | MXN Amount |   |   | Total     |  
|---------------------------------------- | - | ---------- | - | - | ---------- | - | - | --------- | -
|Cash and cash equivalents                | $ | 3,429,354  |   | $ | 16,944     |   | $ | 3,446,298 |  
|Receivables and prepaid expenditures     |   | 1,113,736  |   |   | 36,400     |   |   | 1,150,136 |  
|Value added tax receivable               |   | -          |   |   | 67,977     |   |   | 67,977    |  
|Accounts payable and accrued liabilities |   | (82,117    | ) |   | (15,869    | ) |   | (97,986   | )
|Loans payable                            |   | (454,819   | ) |   | -          |   |   | (454,819  | )
|Net exposure                             | $ | 4,006,154  |   | $ | 105,452    |   | $ | 4,111,606 |  
|Effect of +/- 10% change in currency     | $ | 400,615    |   | $ | 10,545     |   | $ | 411,160   |  

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 rate.
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 considers this risk to be immaterial.

b) Credit Risk

Credit risk is the risk of financial loss to the Company if a
customer or 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, receivables and
value added tax receivables, prepaid expenditures 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 large
Canadian financial institutions. The Company is exposed to credit risk related
to receivables collectible from third party and value added tax collectible from
the government of Mexico. All balances are expected to be recovered in full. The
valued added tax receivable is classified as non-current due to the tax rules,
the complex and untimely collection process.

c) 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.

Page 26

---

|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

The following table summarizes the maturities of the Companys
financial liabilities as at December 31, 2016 based on the undiscounted
contractual cash flows:

Carrying
    
    
    Contractual
    
    
    Less
      than
    
    
    1  3
    
    
    4  5
    
    
    After
      5Amount
    
    
    Cash Flows
    
    
    1
      year
    
    
    years
    
    
    years
    
    
    yearsAccounts payable and accrued liabilities
    $
    769,675
    
    $
    769,675
    
    $
    769,675
    
    $
    -
    
    $
    -
    
    $
    -Loans payable
    
    454,819
    
    
    473,554
    
    
    473,554
    
    
    -
    
    
    -
    
    
    -Debenture liability
    
    2,106,371
    
    
    3,220,040
    
    
    213,990
    
    
    427,980
    
    
    2,465,980
    
    
    112,090Total
    $
    3,330,865
    
    $
    4,463,269
    
    $
    1,457,219
    
    $
    475,066
    
    $
    2,465,980
    
    $
    112,090


As at December 31, 2016, the Company had cash and cash
equivalents of $33,157,447 (December 31, 2015 - $683,608). The Company believes it has sufficient cash on hand to meet
operating requirements as they arise for at least the next 12 months.

RISKS AND UNCERTAINTIES

Financing Risks

The Company  has finite financial resources, has no source of operating cash flow and has no  assurance that additional funding will be available to it for further  acquisitions of companies or projects.  Such further acquisitions 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 projects which could result in the loss of one or more  of its properties.

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.

Unsuccessful  exploration or development programs could have a material adverse impact on the  Company’s operations and financial condition.

No  History of Mineral Production

The Company  has no history of commercially producing metals from its mineral exploration  properties. The Company’s current business model does not contemplate that it  will establish mining operations ourselves on any property, however, the  business plan anticipates that the Company may retain interests in properties  which it has transferred to other parties and who may choose to establish  mining operations. As a result, the Company’s business may (indirectly) by  subject to risks with respect to mineral production. There can be no assurance  that any party will successfully establish mining operations or profitably  produce gold or other precious metals on any property in which the Company  maintains an interest. The development of mineral properties involves a high  degree of risk and few properties that are explored are ultimately developed  into producing mines. The commercial viability of a mineral deposit is  dependent upon a number of factors which are beyond the Company’s control,  including the attributes of the deposit, commodity prices, government policies  and regulation and environmental protection. Fluctuations in the market prices  of minerals may render reserves and deposits containing relatively lower grades  of mineralization uneconomic.

Page 27

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

None of the  Company’s properties are currently under development or production. The future  development of any properties found to be economically feasible will require  the operator to obtain licenses and permits and will require the construction  and operation of mines, processing plants and related infrastructure. As a  result, the development of any property will be subject to all of the risks associated  with establishing new mining operations and business enterprises, including,  but not limited to:

- the timing and cost of the construction of mining  and processing facilities;
- the availability and costs of skilled labour and  mining equipment;
- the availability and cost of appropriate smelting  and/or refining arrangements;
- the need to obtain necessary environmental and  other governmental approvals and permits and the timing of those approvals and  permits; and
- the availability of funds to finance construction  and development activities.

It is common  in new mining operations to experience unexpected problems and delays during  development, construction and mine start-up. In addition, delays in the  commencement of mineral production often occur. Accordingly, there are no  assurances that the Company’s activities and those of its business partners  will result in profitable mining operations or that mining operations will be  established at any of the Company’s properties.

Acquisition  of Business Arrangements

As part of the  Company’s business strategy, we have sought and will continue to seek new  mining and exploration opportunities in the mining industry. In pursuit of such  opportunities, the Company may fail to select appropriate acquisition targets  or negotiate acceptable arrangements, including arrangements to finance  acquisitions or integrate the acquired businesses and their workforce into the  Company. Ultimately, any acquisitions would be accompanied by risks, which  could include:

- a significant change in commodity prices after we  have committed to complete the transaction and established the purchase price  or exchange ratio;
- a material ore body could prove to be below  expectations;
- difficulty in integrating and assimilating the  operations and workforce of any acquired companies;
- realizing anticipated synergies and maximizing  the financial and strategic position of the combined enterprise;
- the bankruptcy of parties with whom we have  arrangements;
- maintaining uniform standards, policies and controls  across the organization;
- disruption of our ongoing business and its  relationships with employees, suppliers, contractors and other stakeholders as  we integrate the acquired business or assets;
- the acquired business or assets may have unknown  liabilities which may be significant;
- delays as a result of regulatory approvals; and
- exposure to litigation (including actions  commenced by shareholders) in connection with the transaction.

Any material  issues that the Company encounters in connection with an acquisition could have  a material adverse effect on its business, results of operations and financial  position.

Mineral  Reserves/Mineral Resources

The properties  in which the Company holds an interest are currently considered to be in the  early exploration stage only and do not contain a known body of commercial  minerals. Mineral resources and mineral reserves are, in the large part,  estimates and no assurance can be given that the anticipated tonnages and  grades will be achieved or that the indicated level of recovery will be  realized.

Page 28

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

Mineral  resources on the Company’s properties have been determined based upon assumed  metal prices and operating costs. Future production could differ dramatically  from resource and reserve estimates because, among other reasons:

- mineralization or formations could be different  from those predicted by drilling, sampling and similar examinations;
- calculation errors could be made in estimating  mineral resources and mineral reserves;
- increases in operating mining costs and  processing costs could adversely affect mineral resources and mineral reserves;
- the grade of the mineral resources and mineral  reserves may vary significantly from time to time and there is no assurance  that any particular level of metals may be recovered from the ore; and
- declines in the market price of the metals may  render the mining of some or all of the mineral reserves uneconomic.

Estimated  mineral resources may require downward revisions based on changes in metal  prices, further exploration or development activity, increased production costs  or actual production experience. This could materially and adversely affect  estimates of the tonnage or grade of mineralization, estimated recovery rates  or other important factors that influence mineral resource and mineral reserve  estimates.

Any reduction  in estimated mineral resources as a result could require material write downs  in investment in the affected mining property and increased amortization,  reclamation and closure charges, which could have a material and adverse effect  on future cash flows for the property and on the Company’s earnings, results of  operations and financial condition.

Substantial  Capital Requirements

The Company’s  management team anticipates that it may make substantial capital expenditures  for the acquisition, exploration and development of properties, in the future.  As the Company is in the exploration stage with no revenue being generated from  the exploration activities on its mineral properties, the Company has limited  ability to raise the capital necessary to undertake or complete future  exploration work, including drilling programs. There can be no assurance that  debt or equity financing will be available or sufficient to meet these  requirements or for other corporate purposes or, if debt or equity financing is  available, that it will be on terms acceptable to the Company and any such  financing may result in substantial dilution to existing shareholders.  Moreover, future activities may require the Company to alter its capitalization  significantly. The Company’s inability to access sufficient capital for its  operations could have a material adverse effect on the Company’s financial  condition, results of operations or prospects. In particular, failure to obtain  such financing on a timely basis could cause the Company to forfeit our  interest in certain properties, miss certain acquisition opportunities and  reduce or terminate our operations.

History  of Net Losses

The Company  hasn’t received any revenue to date from the exploration activities on its  properties, and there is no assurance that any of the properties that it has or  will acquire pursuant to acquisitions or otherwise will generate earnings,  operate profitably or provide a return on investment in the future. The Company  has not determined that production activity is warranted on any of its mineral  properties. Even if the Company (alone or in conjunction with a third party)  undertake development and production activities on any of the mineral  properties, there is no certainty that the Company will produce revenue,  operate profitably or provide a return on investment in the future. The Company  is subject to all of the risks associated with new mining operations and  business enterprises including, but not limited to:

the timing and cost, which can be considerable,  for the further construction of mining and processing facilities;

- the availability and costs of skilled labour,  consultants, mining equipment and supplies;
- the availability and cost of appropriate smelting  and/or refining arrangements;
- the need to obtain necessary environmental and  other governmental approvals, licenses and permits, and the timing of those  approvals, licenses and permits; and
- the availability of funds to finance construction  and development activities.

Page 29

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

It is common  in new mining operations to experience unexpected problems and delays during  construction, development, and mine start-up. In addition, delays in mineral  production often occur. Accordingly, there are no assurances that the Company’s  activities will result in sustainable profitable mining operations or that we  will successfully establish mining operations or profitably produce metals at  any of our other properties.

Global  Financial Conditions

Global  financial conditions continue to be characterized by volatility. Many  industries, including the mining industry, are impacted by volatile market  conditions. Global financial conditions remain subject to sudden and rapid  destabilizations in response to economic shocks. 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 the government debt levels,  fluctuations in the price of oil and other commodities, the volatility of metal  prices, geopolitical instability, terrorism, the volatility of currency  exchanges, the devaluation and volatility of global stock markets 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.

Indigenous  Peoples

Various  international and national laws, codes, resolutions, conventions, guidelines,  and other materials relate to the rights of indigenous peoples including the  first nations of Canada. The Company operates in some areas presently or  previously inhabited or used by indigenous peoples including areas covered by  treaties among the first nations, the federal and provincial governments. Many  of these materials impose obligations on government to respect the rights of  indigenous people. Some mandate that government consult with indigenous people  regarding government actions which may affect indigenous people, including  actions to approve or grant mining rights or permits. The obligations of  government and private parties under the various international and national  materials pertaining to indigenous people continue to evolve and be defined.  The Company’s current and future exploration program may be subject to a risk  that one or more groups of indigenous people may oppose development on any of  its properties or on properties in which it holds a direct or indirect  interest. Such opposition may be directed through legal or administrative  proceedings or expressed in manifestations such as protests, roadblocks or  other forms of public expression against the Company’s activities or other  parties to whom the Company has transferred properties. Opposition by  indigenous people to the Company’s operations may require modification of or  preclude development of its projects or projects on properties in which the Company  holds a direct or indirect interest or may require the Company or a third party  to enter into agreements with indigenous people with respect to projects on  such properties. Such agreements may have a material adverse effect on the  Company’s business, financial condition and results of operations.

Environmental  Laws and Regulations

All phases of  the mining business present environmental risks and hazards and are subject to  environmental regulation pursuant to a variety of international conventions and  state and municipal laws and regulations. Environmental legislation provides  for, among other things, restrictions and prohibitions on spills, releases or  emissions of various substances produced in association with mining operations.  The legislation also requires that wells and facility sites be operated,  maintained, abandoned and reclaimed to the satisfaction of applicable  regulatory authorities. Compliance with such legislation can require  significant expenditures and a breach may result in the imposition of fines and  penalties, some of which may be material. Environmental legislation is evolving  in a manner expected to result in stricter standards and enforcement, larger  fines and liability and potentially increased capital expenditures and  operating costs. Environmental assessments of proposed projects carry a  heightened degree of responsibility for companies and directors, officers and  employees. The cost of compliance with changes in governmental regulations has  a potential to reduce the profitability of operations.

The Company  believes it is in substantial compliance with all material laws and regulations  which currently apply to its activities. The Company cannot give any assurance  that, notwithstanding its precautions and limited history of activities,  breaches of environmental laws (whether inadvertent or not) or environmental  pollution will not result in additional costs or curtailment of planned  activities and investments, which could have a material and adverse effect on  the Company’s future cash flows, earnings, results of operations and financial  condition. Failure to comply with applicable laws, regulations, and permitting  requirements may result in enforcement actions thereunder, including orders  issued by regulatory or judicial authorities causing operations to cease or be  curtailed, and may include corrective measures requiring capital expenditures,  installation of additional equipment, or remedial actions. Companies engaged in  mining operations may be required to compensate those suffering loss or damage  by reason of the mining activities and may have civil or criminal fines or  penalties imposed for violations of applicable laws or regulations and, in  particular, environmental laws.

Amendments to  current laws, regulations and permits governing operations and activities of  mining companies, or more stringent implementation thereof, could have a  material adverse impact on the Company and cause increases in capital  expenditures or any future production costs or require abandonment or delays in  the development of new mining properties.

Page 30

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

FINANCIAL LIABILITIES AND COMMITMENTS

As of December 31, 2016, the Companys financial liabilities
and commitments are summarized as follows:

Contractual
    
    
    Less
      than 1
    
    
    1 
      3
    
    
    4 
      5
    
    
    After 5Cash Flows
    
    
    year
    
    
    years
    
    
    years
    
    
    yearsAccounts payable and accrued liabilities
    $
    769,675
    
    $
    769,675
    
    $
    -
    
    $
    -
    
    $
    -Loans payable
    
    473,554
    
    
    473,554
    
    
    -
    
    
    -
    
    
    -Debenture liability
    
    3,220,040
    
    
    213,990
    
    
    427,980
    
    
    2,465,980
    
    
    112,090Commitments
    
    132,688
    
    
    85,602
    
    
    47,086
    
    
    -
    
    
    -Total
    $
    4,595,957
    
    $
    1,542,821
    
    $
    475,066
    
    $
    2,465,980
    
    $
    112,090


Management is of the view that the above financial liabilities
and commitments will be sufficiently funded by current working capital.

Certain of the mineral properties in which the Company has
interests are subject to net smelter returns ("NSRs"), payable at a time in the
future when the project enters production, or which may be bought back by the
Company prior to that time under certain terms and conditions. As at December
31, 2016, the Companys significant NSR arrangements on its tier 1 mineral
properties were as follows:

Mineral property
    Interest
    NSR
    BuybackHope Brook
    21 mineral licenses
    2% NSR
    Buyback of 1% NSR for $1
      millionSpringpole
    15 patented claims
    3% NSR
    -Springpole
    10 patented claims
    3% NSR
    Buyback of up to 2% NSR for $2
      millionSpringpole
    5 patented claims
    3% NSR
    Buyback of 1% NSR for $1 millionSpringpole
    6 unpatented claims
    3% NSR
    Buyback of up to 3% NSR for
      $1.5 millionPickle Crow
    8 patented claims 21 unpatented claims
    2% NSR
    Buyback of 1% NSR for $1 millionPickle Crow
    28 unpatented claims
    3% NSR
    Buyback of 1% NSR for $2
      millionPickle Crow
    13 mineral claims
    3% NSR
    -Cameron
    4 patented claims 20
      unpatented claims
    1% NSR
    -Cameron
    133 unpatented claims
    1% NSR
    -Cameron
    47 unpatented claims
    1.5% NSR
    Buyback of 0.75% NSR for $0.75
      millionGoldlund
    21 patented claims
    2.5% NSR
    Buyback of 2.5% NSR for $2.5 millionGoldlund
    6 patented claims
    1% NSR
    -Goldlund
    15
      mining claims
    2%
      NSR
    Buyback of 2% NSR for $1.5 million


CONTINGENCIES

On June 16, 2016, the Company assumed control of the business
and assets of Tamaka as a result of an amalgamation between Tamaka and a wholly
owned subsidiary of the Company. Tamaka was a party to three debentures with an
aggregate principal amount of approximately $2.1 million the "Debentures"),
payable to Kesselrun Resources Ltd. (Kesselrun) (TSXV: KES). Kesselrun has
commenced an action before the Ontario Superior Court alleging that the
debentures were required to be converted into common shares of the Company as a
result of the amalgamation transaction with Tamaka and is seeking an order for,
among other things, the issuance to Kesselrun of shares of First Mining or, in
the alternative, damages. The Company disagrees with this position and takes the
position that the Debentures have not been converted and remain outstanding.

The Company has engaged legal counsel and at this time cannot
definitively predict the outcome of this dispute. In the event that Kesselrun
prevails, the primary relief sought by Kesselrun would be to convert the full
amount of the Debentures principal, amounting to approximately $2.1 million,
into approximately 5.6 million of the Companys common shares, which had a fair
market value of approximately $4.8 million as at December 31, 2016.

Page 31

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

QUALIFIED PERSONS

Dr. Christopher Osterman, P.Geo, CEO of First Mining, is a
Qualified Person as defined by National Instrument 43-101 Standards of
Disclosure for Mineral Projects, and is responsible for the review and
verification of the technical information in the MD&A.

SECURITIES OUTSTANDING

Authorized share capital: The Company can issue an unlimited
number of common shares with no par value and an unlimited number of preferred
shares with no par value. No preferred shares have been issued as at March 28,
2017.

All share information is reported as of March 27, 2017 in the
following table.

|Issued and Outstanding Common Shares | 543,468,233                            
|------------------------------------ | ---------------------------------------
|                                     | Expiry Date                            
|Options                              | June 16, 2017  February 10, 2022      
|Warrants                             | February 15, 2018  June 16,
      2021
|                                     |                                        
|                                     |                                        
|Fully Diluted                        |                                        

There were a total of 7,332,273 common shares of the Company
held in escrow under the Escrow Value Security Agreement dated March 30, 2015,
on the completion of the RTO. Under this agreement, 10% of the shares were
released immediately and 15% will be released every six months thereafter with
the final release being on March 30, 2018. As at December 31, 2016, there were
3,299,524 common shares of the Company in escrow (December 31, 2015 
5,499,206).

There were a total of 1,369,500 common shares of the Company
held in escrow under the CPC Escrow Agreement dated August 2, 2005. At
completion of the RTO, 10% of the common shares were released and 15% will be
released every six months thereafter with the final release being March 30,
2018. As at December 31, 2016 there were 583,275 common shares of the Company in
escrow (December 31, 2015  1,027,124).

With the acquisition of Tamaka on June 16, 2016, certain
shareholders have deposited the First Mining shares received into escrow. Twenty
percent of such escrowed shares will be released from escrow on June 17, 2017,
and an additional 20% will be released every six months thereafter, with the
final tranche released on June 17, 2019. As at December 31, 2016 there were a
total of 29,658,290 shares held in escrow as a result of the Tamaka transaction.

DISCLOSURE CONTROLS AND PROCEDURES

The Companys management, with the participation of its Chief
  Executive Officer (CEO) and Chief Financial Officer (CFO), has 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 December 31, 2016, 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.

Page 32

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

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 rules of the United
States Securities and Exchange Commission and 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 financial statements for external
purposes in accordance with IFRS as issued by the IASB. The Companys internal
control over financial reporting includes policies and procedures that:

- 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.

The Company's management evaluated the effectiveness of our
ICFR based upon the Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on
management's evaluation, our CEO and CFO concluded that our ICFR was effective
as of December 31, 2016.

There has been no change in the Company's internal control over
financial reporting during the year ended December 31, 2016 that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.

LIMITATIONS OF CONTROLS AND PROCEDURES

The Companys management, including the Chief Executive Officer
and Chief Financial Officer, 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 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 also is 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 not be detected.

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 December 31, 2016. Except for historical information or statements of fact
relating to the Company, this document contains forward-looking statements
within the meaning of applicable Canadian securities regulations. 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 our expectations are disclosed in the Companys documents filed
from time to time via SEDAR with the Canadian regulatory agencies to whose
policies we are bound. Forward-looking statements are based on the estimates and
opinions of management on the date the statements are made, and we do not undertake any obligation to update
forward-looking statements should conditions or our estimates or opinions
change. These statements involve known and unknown risks, uncertainties, and
other factor 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.

Page 33

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|FIRST MINING FINANCE CORP.                                        | Management Discussion
      & Analysis               
|----------------------------------------------------------------- | -----------------------------------------------------
|(Expressed in
      Canadian dollars, unless otherwise indicated) | For the three months and year ended December 31, 2016

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE AND
RESERVE ESTIMATES

This Managements Discussion and Analysis has been prepared in
accordance with the requirements of the securities laws in effect in Canada,
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 Canadian NI 43-101 Standards of Disclosure for Mineral Projects
and the Canadian Institute of Mining, Metallurgy and Petroleum (the CIM) - CIM
Definition Standards on Mineral Resources and Mineral Reserves, adopted by the
CIM Council, as amended. These definitions differ from the definitions in the
disclosure requirements promulgated by the Securities and Exchange Commission
(the Commission) and contained in Industry Guide 7 (Industry Guide 7). Under
Industry Guide 7 standards, a final or bankable feasibility study is
required to report mineral reserves, the three-year historical average price is
used in any mineral reserve or cash flow analysis to designate mineral reserves
and the primary environmental analysis or report must be filed with the
appropriate governmental authority.

In addition, the terms mineral resource, measured mineral
resource, indicated mineral resource and inferred mineral resource are
defined in and required to be disclosed by NI 43-101. However, these terms are
not defined terms under Industry Guide 7 and are not permitted to be used in
reports and registration statements of United States companies filed with the
Commission. Investors are cautioned not to assume that any part or all of the
mineral deposits in these categories will ever be converted into mineral
reserves. Inferred mineral resources have a great amount of uncertainty as to
their existence, and great uncertainty as to their economic and legal
feasibility. It cannot be assumed that all or any part of an inferred mineral
resource will ever be upgraded to a higher category. Under Canadian rules,
estimates of inferred mineral resources may not form the basis of feasibility or
pre-feasibility studies, except in rare cases. Investors are cautioned not to
assume that all or any part of an inferred mineral resource exists or is
economically or legally mineable. Disclosure of contained ounces in a mineral
resource is permitted disclosure under Canadian regulations. In contrast, the
Commission only permits U.S. companies to report mineralization that does not
constitute mineral reserves by Commission standards as in place tonnage and
grade without reference to unit measures.

Accordingly, information contained in this Managements
Discussion and Analysis may not be comparable to similar information made public
by U.S. companies subject to the reporting and disclosure requirements under the
United States federal securities laws and the rules and regulations of the
Commission thereunder.

Page 34

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