FireFly to unlock value from Pickle Crow Gold Project by sale for up to A$86.1M

Executive Summary

• FireFly Metals Ltd has entered into a binding share‑sale agreement to sell its 70% interest in the Pickle Crow Project and 100% interest in the Sioux Lookout Project to Bellavista Resources Ltd for total scrip consideration valued at up to A$86.1 million.
• Consideration consists of 60 million Bellavista ordinary shares (up‑front, A$47.4 m) and 50 million performance rights (contingent, up to A$38.7 m) tied to drilling, resource and production milestones over the next five years.
• Upon shareholder approval, FireFly will distribute the up‑front Bellavista shares in‑specie to its shareholders (~1 Bellavista share per 12.8 FireFly shares), potentially giving FireFly shareholders ownership of ≈40 % of Bellavista and at least 9.9 % after Milestone 1.

Key Details

• Transaction Structure: Sale of all issued share capital in Auteco Minerals (Canada) Pty Ltd to Bellavista; assignment of intercompany loan receivables.
• Up‑front Consideration: 60 million fully paid ordinary shares of Bellavista (≈A$47.4 m based on A$0.79/share).
• Contingent Consideration – Performance Rights (3 tranches):
• Milestone 1: 30 million rights vest upon completion of 10,000 m of drilling at Pickle Crow within 5 years. Expected to vest within 12 months; conversion will raise FireFly’s Bellavista ownership to ≥9.9 %.
• Milestone 2: ~6.7 million rights vest upon announcement of a ≥5 Mt mineral resource (≥5 g/t Au) for the Ontario assets, adding to the existing 2.8 Moz inferred resource. Cash settlement option: A$5 m.
• Milestone 3: ~13.3 million rights vest upon production of ≥200,000 oz gold from the Ontario assets within 5 years. Cash settlement option: A$10 m.
• Aggregate Deemed Value: Up to A$86.1 million (based on Bellavista share price of A$0.79 on 30 Jan 2026).
• Ownership Impact: Post‑transaction, FireFly shareholders could own up to ≈40 % of Bellavista (assuming full in‑specie distribution and no further share issuances beyond the planned capital raise).
• Capital Raising by Bellavista: Planned ~A$25 million equity raise (pre‑costs) to fund exploration and resource growth on the Ontario assets.
• Closing Timeline: Transaction expected to close early April 2026, subject to customary conditions, including shareholder approvals of both companies and regulatory clearances.
• Conditions Precedent: Shareholder approvals, prospectus issuance for up‑front shares, ASIC relief from Corporations Act sections 606(1)&(2), tax ruling from ATO, consents from First Mining (PC Gold JV), and other execution documents.
• In‑specie Distribution Mechanics: FireFly will distribute the 60 million Bellavista shares pro‑rata to eligible shareholders (~1 Bellavista share per 12.8 FireFly shares). Contingent rights are retained by FireFly, not distributed.
• Advisers: BMO Capital Markets & Canaccord Genuity (financial), Hamilton Locke (Australian legal), Osler, Hoskin & Harcourt LLP (Canadian legal).

Notable Quotes

“This is a win‑win deal for all parties… giving FireFly shareholders immediate benefit and longer‑term exposure to the upside.” – Darren Cooke, CEO, FireFly Metals Ltd.

Materiality Assessment: Material – Positive (significant transaction with sizable consideration and potential ownership change).