Northwire Canada EditionMonday, July 27, 2026
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M&A / Property Material +

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

By The Northwire Desk — AI Analysis Feb 01, 2026 · 18:07 FF · 0.68 First Mining Gold Corp.
FF · Price

Executive Summary

  • FireFly Metals has entered a binding share‑sale agreement to dispose of its 70% interest in the Pickle Crow Project and 100% interest in the Sioux Lookout Project to ASX‑listed Bellavista Resources 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.
  • Subject to shareholder approval, FireFly will conduct an in‑specie distribution of the up‑front Bellavista shares to its shareholders – roughly 1 Bellavista share for every 12.8 FireFly shares, potentially giving FireFly shareholders ~40 % ownership of Bellavista after completion.

Key Details

  • Transaction Structure
  • Sale of all issued share capital in Auteco Minerals (Canada) Pty Ltd, which holds the Ontario Gold Assets, to Bellavista.

  • Assignment of intercompany loan receivables from Auteco Minerals to Bellavista.

  • Consideration

  • Up‑front: 60 million fully paid ordinary shares of Bellavista (A$47.4 m based on A$0.79/share).
  • Contingent Performance Rights: 50 million rights issued in three tranches:
    • Milestone 1: 30 million rights vest upon completion of 10,000 m drilling at Pickle Crow within 5 years (expected within 12 months).
    • Milestone 2: ~6.7 million rights vest on announcement of a ≥5 Mt resource estimate ≥5 g/t Au (incl. existing 2.8 Moz inferred) within 5 years.
    • Milestone 3: ~13.3 million rights vest on production of ≥200,000 oz Au from the assets within 5 years.

  • Cash settlement options: A$5 m for Milestone 2 and A$10 m for Milestone 3 if settled in cash.

  • Ownership Impact

  • Post‑transaction FireFly shareholders could own ~40 % of Bellavista (assuming full in‑specie distribution and no additional share issuances beyond the planned capital raise).

  • After Milestone 1 conversion, FireFly’s indirect interest would be at least 9.9 % of Bellavista.

  • Capital Raising by Bellavista

  • Bellavista plans to raise ~A$25 m (pre‑costs) to fund exploration and resource growth on the Ontario assets.

  • Transaction Timeline & Conditions

  • Announcement: 2 Feb 2026; Deed execution: 1 Feb 2026.

  • Shareholder meetings expected late‑March 2026; completion targeted early‑April 2026, subject to customary approvals (ASX, ASIC, ATO rulings, shareholder votes, etc.).

  • Strategic Rationale

  • FireFly: monetises non‑core gold assets, reduces capital requirements, and focuses on its Green Bay copper‑gold project while retaining upside via Bellavista shares/rights.

  • Bellavista: gains a high‑grade gold portfolio with an experienced management team (ex‑De Grey executives) to accelerate exploration and value creation.

  • Advisers

  • Financial: BMO Capital Markets, Canaccord Genuity.
  • Legal: Hamilton Locke (Australia), Osler, Hoskin & Harcourt LLP (Canada).

Notable Quotes

“This is a win‑win deal for all parties… it unlocks the value of the Pickle Crow Project … giving FireFly shareholders immediate benefit and longer‑term exposure to the upside.” – Darren Cooke, CEO, FireFly Metals

Materiality Assessment: Material – Positive (significant asset divestiture, large share‑based consideration, potential ~40 % ownership in a listed peer, and strategic shift for both companies).

Read the original news release →

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