|FIRST MINING
      FINANCE CORP.
|--------------------------------
|Audit
      Committee Charter   

|1.  | INTRODUCTION                                                                                                                                                                                                                                                                                                         
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|(a) | The audit committee (the Committee) is appointed
      by the board of directors (the Board) of First Mining Finance
      Corp. (the Company) to be responsible for the oversight of the
      accounting and financial reporting process and financial statement audits
      of the Company.                
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|(b) | This charter is prepared to assist the Committee, the
      Board and management in clarifying responsibilities and ensuring effective
      communication between the Committee, the Board and management.                                                                                                          
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|2.  | COMPOSITION                                                                                                                                                                                                                                                                                                          
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|(a) | The Committee will be composed of three directors from
      the Board, a majority of whom will be independent (as defined in National
      Instrument 58-101 Disclosure of Corporate Governance Practices).                                                                                                        
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|(b) | All members of the Committee will be financially literate
      as defined by applicable legislation. If, upon appointment, a member of
      the Committee is not financially literate as required, the person will be
      provided a three month period in which to achieve the required level of
      literacy.
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|3.  | RESPONSIBILITIES                                                                                                                                                                                                                                                                                                     

The Committee has the responsibility to:

| | (i)   | review and report to the board of directors of the
      Company on the following before they are publicly disclosed:                                                                                                                                                                                                          
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| |       |                                                                                                                                                                                                                                                                                                                                
| |       | (A)                                                                                                                                                                                                                                                                                                                            
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| |       | (B)                                                                                                                                                                                                                                                                                                                            
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| | (ii)  | review the Companys annual and interim earnings press
      releases before the Company publicly discloses this information;                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                
| | (iii) | satisfy itself that adequate procedures are in place for
      the review of the Companys public disclosure of financial information
      extracted or derived from the Companys financial statements and
      periodically assess the adequacy of those procedures;                                                       
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| | (iv)  | recommend to the board of directors:                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                
| |       | (A)                                                                                                                                                                                                                                                                                                                            
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| |       | (B)                                                                                                                                                                                                                                                                                                                            
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| | (v)   | oversee the work of the external auditor engaged for the
      purpose of preparing or issuing an auditors report or performing other
      audit, review or attest services for the Company, including the resolution
      of disagreements between management and the external auditor regarding
      financial reporting;

| | (vi)   | monitor, evaluate and report to the board of directors on
      the integrity of the financial reporting process and the system of
      internal controls that management and the board of directors have
      established;                                                                                                                           
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| |        |                                                                                                                                                                                                                                                                                                                                                         
| | (vii)  | monitor the management of the principal risks that could
      impact the financial reporting of the Company;                                                                                                                                                                                                                                           
| |        |                                                                                                                                                                                                                                                                                                                                                         
| | (viii) | establish procedures for the receipt, retention and
      treatment of complaints received by the Company regarding accounting,
      internal accounting controls, or auditing matters;                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                         
| | (ix)   | pre-approve all non-audit services to be provided to the
      Company or its subsidiary entities by the Companys external
    auditor;                                                                                                                                                                                                                
| |        |                                                                                                                                                                                                                                                                                                                                                         
| | (x)    | review and approve the Companys hiring policies
      regarding partners, employees and former partners and employees of the
      present and former external auditor of the Company;                                                                                                                                                                 
| |        |                                                                                                                                                                                                                                                                                                                                                         
| | (xi)   | with respect to ensuring the integrity of disclosure
      controls and internal controls over financial reporting, understand the
      process utilized by the Chief Executive Officer and the Chief Financial
      Officer to comply with National Instrument 52-109 - Certification of
      Disclosure in Issuers Annual and Interim Filings; and
| |        |                                                                                                                                                                                                                                                                                                                                                         
| | (xii)  | review, and report to the Board on its concurrence with
      the disclosure required by Form 52- 110F2 - Disclosure by Venture Issuers
      in any management information circular prepared by the
  Company.                                                                                                                                         

|4.  | AUTHORITY                                                                                                                                                                                                                                
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|(a) | The Committee has the authority to engage independent
      counsel and other advisors as it deems necessary to carry out its duties
      and the Committee will set the compensation for such advisors.                                
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|(b) | The Committee has the authority to communicate directly
      with and to meet with the external auditor, without management
      involvement. This extends to requiring the external auditor to report
      directly to the Committee.
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|5.  | REPORTING                                                                                                                                                                                                                                
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|(a) | The Committee will report to the Board on the proceedings
      of each Committee meeting and on the Committees recommendations at the
      next regularly scheduled Board meeting.                                                    
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|6.  | EFFECTIVE DATE                                                                                                                                                                                                                           
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|(a) | This Charter was implemented by the Board on May 19,
      2015.