FireFly to unlock value from Pickle Crow
ASX: FFM | TSX: FFM
Company Announcement
2 February 2026
FireFly Metals Ltd
+61 8 9220 9030
www.fireflymetals.com.au
ACN: 110 336 733
Principal & Registered Office:
Level 2/8 Richardson Street West Perth WA 6005
FireFly to unlock value from Pickle Crow
Gold Project by sale for up to A$86.1M
Shareholders will receive shares in project buyer Bellavista Resources Ltd, giving
them ongoing exposure to the assets and their substantial exploration upside
while FireFly targets ongoing growth at its Green Bay Copper-Gold Project
• FireFly has agree d to sell its Ontario Gold Assets, comprising its 70% interest in the Pickle
Crow Project and 100% of the Sioux Lookout Project to ASX -listed Bellavista Resources Ltd
(ASX: BVR) for total scrip consideration with a deemed aggregate value of up to A$86.1m1
• FireFly will receive upfront consideration of 60 million Bellavista shares (A$47.4m1) and
contingent consideration of 50 million Bellavista performance rights (A$38.7m2)
• Subject to shareholder approval, FireFly to undertake an in -specie distribution of the
~A$47.4m upfront Bellavista consideration shares, which is expected to comprise up to 31%
of Bellavista shares on completion of the Transaction and Bellavista Capital Raising
• If shareholder approval is obtained , FireFly expects shareholders will receive 1 Bellavista
consideration share for approximately every 12.8 FireFly shares held3
• FireFly and its shareholders will potentially own up to ~40% of Bellavista4
• FireFly will retain upside exposure to the Ontario Gold Assets through the contingent
consideration performance rights
• Based on Bellavista’s proposed exploration program on the Ontario Gold A ssets, the f irst
milestone performance rights are expected to vest within 12 months of completion , and
result in FireFly holding no less than 9.9% of Bellavista5
• Bellavista intends to raise ~A$25m (before costs) to drive Resource growth and a major
regional exploration program at the Ontario Gold Assets (see BVR ASX release today)
(‘Bellavista Capital Raising’)
• Bellavista is led by Glenn Jardine and Peter Canterbury who led the highly successful WA
gold company De Grey Mining Ltd post discovery of the Hemi Gold deposit until De Grey’s
A$6b takeover by Northern Star Resources Ltd
1 A$86.1m is based on Bellavista’s closing share price on 30 January 2026 of A$0.79 and represents 60 million Upfront Consideration Shares
(A$47.4m) plus the Contingent Consideration Value (defined in Footnote 2) .
2 A$38.7m represents 30 million Milestone 1 Contingent Performance Rights, based on Bellavista’s closing share price on 30 January 2026 of
A$0.79, plus A$15m contingent upon satisfaction of Milestones 2 and 3 (Contingent Consideration Value). This value is subject to change.
3 Based on the current shares on issue in FireFly at the date of this announcement.
4 Assumes all Upfront Consideration Shares are distributed to FireFly shareholders pursuant to the In-specie Distribution, Milestone 1
Contingent Consideration Performance Rights vest and are converted to Bellavista shares , and no further Bellavista shares are issued other
than for the Bellavista Capital Raising.
5 Assumes no further Bellavista shares are issued other than for the Bellavista Capital Raising.
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• Completion of the Transaction is expected around early April 2026, subject to satisfaction of
customary conditions precedent, including FireFly and Bellavista shareholder approvals
FireFly Metals Ltd (ASX: FFM, TSX: FFM) (FireFly or the Company) is pleased to announce that it has
entered into a binding share sale and purchase deed (Deed) with Bellavista Resources Ltd (ASX:
BVR) (Bellavista) pursuant to which FireFly will, subject to and conditional upon the satisfaction or
waiver of certain conditions precedent (as summarised below):
• sell its interests in the tenements comprising the Pickle Crow Project and Sioux Lookout
Project (together, the Ontario Gold Assets) by way of the sale of all of the issued share
capital in Auteco Minerals (Canada) Pty Ltd (Auteco Minerals) to Bellavista; and
• assign its rights and interests in certain intercompany loans receivable due by Auteco
Minerals (Loans Receivable) to Bellavista,
for total upfront consideration of 60 million Bellavista shares and contingent consideration of 50 million
Bellavista performance rights (the terms of which are detailed further below) (together, the
Transaction).
Auteco Minerals, via its wholly owned Canadian incorporated subsidiaries, holds:
• a 70% interest , with the right to acquire an additional 10 % for an 80% interest , in the Pickle
Crow Project tenements which are 100% held by PC Gold Inc. (No. 002151484) (PC Gold )
(which includes a long-term lease of certain granted mining tenements) as set out in Part
A of Annexure A; and
• a 100% interest in the:
o Pickle Crow Project tenements as set out in Part B of Annexure A; and
o Sioux Lookout Project tenements as set out in Part C of Annexure A.
FireFly Chief Executive Officer, Darren Cooke said , “This is a win -win deal for all parties. It
unlocks the value of the Pickle Crow Project in a way that will not occur while it is under the
FireFly umbrella, giving FireFly shareholders immediate benefit and longer -term exposure to
the upside.
At the same time, it gives Bellavista an outstanding opportunity to create significant value by
applying a fully dedicated exploration focus to the assets. This has the potential to deliver
substantial growth potential to Bellavista shareholders, many of whom will be FireFly
shareholders”.
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Transaction Rationale
• The Transaction is value accretive and enables eligible FireFly shareholders to directly
participate in the future performance of Bel lavista while allowing FireFly to crystalise value
for non-core assets
• FireFly will retain exposure to potential upside through milestone participation
• FireFly achieves portfolio simplification, reduce d capital requirements and reduced
management distraction
• Bellavista provides unique access to a blue chip resource-focused register and high quality
executive management team
• Able to transact quickly with limited execution risk (including no requirement for ASX re -
compliance by Bellavista) enabling FireFly to capitalise on the current strong gold price
• Bellavista likely to be highly attractive to institutional investor (scale, team, liquidity, etc.)
FireFly considers there to be strong strategic rationale for the Transaction, as it enables FireFly
shareholders to retain exposure to the Ontario Gold Assets through their shareholding both in
Bellavista and in FireFly (to the extent any Contingent Consideration Performance Rights are
converted to Bellavista shares), while FireFly focuses its efforts on accelerating the development of
the world class Green Bay Copper-Gold Project.
Bellavista is expected to have sufficient resources and a high quality, focused management team
led by former De Grey Mining Ltd executives Glenn Jardine and Peter Canterbury. This will enable
Bellavista to further explore and develop the Ontario Gold Assets and optimise their potential value,
presenting a stronger prospect of delivering immediate value for FireFly shareholders. In particular,
significant results from early -stage regional exploration targets at the Pickle Crow Gold Project
demonstrate the immense potential to expand on its current high grade Inferred Mineral Resource
estimate of 11.9Mt at 7.2g/t for 2.8Moz gold (see BVR ASX release today).
Terms of the Transaction
Consideration
On satisfaction of the Conditions (defined below) and completion of the Transaction, Bellavista will
issue FireFly the following securities:
• 60 million fully paid ordinary shares in the capital of Bellavista ( Upfront Consideration
Shares); and
• 50 million Bellavista performance rights ( Contingent Consideration Performance Rights)
in three tranches which vest and , at FireFly’s election, convert into Bellavista shares on a
one-for-one basis upon the satisfaction of the following milestones:
o 30 million Contingent Consideration Performance Rights, which shall vest upon
Bellavista completing 10,000m of drilling at the Pickle Crow Project within 5 years
after their issue date (Milestone 1);
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o approximately 6.7 million Contingent Consideration Performance Rights, which shall
vest upon Bellavista announcing a minimum 5 million ounce Mineral Resource
Estimate in respect of the area covered by the Ontario Gold Assets with a category
of Inferred or higher (inclusive of the existing 2.8 million ounce Inferred Mineral
Resource Estimate) at a minimum grade of 5g/t of gold, reported in accordance
with the JORC Code 2012 (or any update or subsequent edition ), at any time within
5 years after their issue date (Milestone 2); and
o approximately 13.3 million Contingent Consideration Performance Rights, which shall
vest upon Bellavista announcing it has produced of at least 200,000 ounces of gold
from the area covered by the Ontario Gold Assets at any time within 5 years after
their issue date (Milestone 3),
(together, the Consideration Securities).
The total deemed aggregate value of the Consideration Securities is up to A$86.1 million6.
The Milestone 2 and Milestone 3 Contingent Consideration Performance Rights:
• may be settled in cash (in lieu of Bellavista shares) at FireFly’s election, where the
Contingent Consideration Performance Rights vest before their expiry date; and
• must be settled in cash where the applicable Milestone is achieved after the expiry of the
Contingent Consideration Performance Rights,
and, in either case, where a cash settlement is elected or required , it will be satisfied by the
payment of:
• A$5,000,000 upon the occurrence of Milestone 2; and
• A$10,000,000 upon the occurrence of Milestone 3.
Based on the current Bellavista capital structure as at the date of this announcement , the
Transaction provides FireFly and its shareholders the potential to own up to approximately 40% of
Bellavista7.
Conditions
Completion of the Transaction is conditional on satisfaction (or, as applicable, waiver) of the
following conditions precedent (together, the Conditions):
• Bellavista obtaining all necessary shareholder approvals required by the ASX Listing Rules
to give effect to the Transaction (or any aspect of the Transaction), including shareholder
approval for the issue of the Consideration Securities and Tranche 2 shares under the
Bellavista Capital Raising for the purposes of ASX Listing Rules 7.1 and 10.11 (if applicable) ,
6 Refer to footnote 1.
7 Refer to footnote 4.
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and shareholder approval pursuant to ASX Listing Rule 10.1 for the distribution of In -specie
Shares to Stephen Parsons (or his associates) pursuant to the In-specie Distribution.
• Bellavista issuing a prospectus in respect of the issue of the Upfront Consideration Shares
and FireFly applying for the Upfront Consideration Shares pursuant to that prospectus.
• ASIC granting relief to FireFly from the requirement to comply with subsections 606(1) and
606(2) of the Corporations Act 2001 (Cth) ( Corporations Act ) for the acquisition of the
Upfront Consideration Shares and all necessary relief from Chapter 6D of the Corporations
Act to ensure that no disclosure is required in relation to the proposed resolution to be put
to FireFly’s shareholders to approve the In-specie Distribution.
• FireFly obtaining all necessary shareholder approvals required by the ASX Listing Rules or
the Corporations Act to give effect to the Transaction (or any aspect of the Transaction),
including approval of the In-specie Distribution by way of an equal capital reduction for the
purposes of section 256B of the Corporations Act.
• FireFly obtaining an Australian Taxation Office ( ATO) Class Ruling regarding the tax
treatment of the sale and demerger transactions for Australian resident shareholders who
hold their shares on capital account, on terms acceptable to FireFly in its sole and absolute
discretion.
• First Minin g providing necessary consents and waiving its rights under the PC Gold joint
venture unanimous shareholders’ agreement in respect of the Transaction.
• Bellavista providing an irrevocable undertaking, subject to and effective on completion of
the Transaction, to cause Revel Resources (JV Projects) Ltd . (No: BC1240928) (a wholly
owned subsidiary of Auteco Minerals) to exercise its right to acquire an additional 10% of the
issued share capital of PC Gold from First Mining Gold Corp . (TSX: FF) ( First Mining ) by
making a cash payment to First Mining of C$3,000,000, and therefore increasing its interest
in the Pickle Crow Project to 80%.
• Execution of assignment and assumption agreements in respect to certain asset-related
agreements.
• No material adverse change occurring in relation to Auteco Minerals (and its subsidiaries,
including PC Gold) between (and including) the date of the Deed and completion of the
Transaction.
The Conditions must be satisfied or waived within 120 days of execution of the Deed (or such later
date as is agreed between the parties).
In-specie Distribution
As soon as practicable following completion of the Transaction, FireFly will transfer to eligible FireFly
shareholders (or, in the case of ineligible FireFly shareholders, a sale nominee appointed by FireFly),
by way of a pro -rata in -specie distribution (In-specie Distribution ), all of the Upfront
Consideration Shares ( In-specie Shares ). FireFly’s notice of meeting will contain further details
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regarding the In -specie Distribution and the sale facility for ineligible FireFly shareholders’
entitlement (including the record date for the determination of the In-specie Distribution).
FireFly shareholders will receive 1 In-specie Share for approximately every 12.8 FireFly shares held
(subject to rounding adjustments) 8.
FireFly intends to retain the Contingent Consideration Performance Rights and accordingly these
will not be distributed to shareholders under the In -specie Distribution. Milestone 1 is expected to
be satisfied by Bellavista within 12 months and upon conversion will increase FireFly’s relevant
interest in Bellavista to no less than 9.9%9.
FireFly is currently engaging with the Australian Taxation Office (ATO) with the intention of obtaining
a Class Ruling to confirm certain income tax implications associated with the In-specie Distribution
for FireFly’s shareholders.
Shareholder Meeting and Indicative Transaction Timetable
As noted above, the proposed Transaction and In-specie Distribution are conditional on, amongst
other things, obtaining certain approvals from the shareholders of each of FireFly and Bellavista.
To the extent that a FireFly Director holds or controls FireFly shares, he or she intends to vote all of
those shares in favour of the Transaction10.
FireFly is in the process of preparing a n explanatory statement and notice of meeting setting out
the Directors’ reasoning and containing important information about the Transaction and In -
specie Distribution, which will be despatched to FireFly shareholders and released to the ASX in due
course.
FireFly and Bellavista are working towards the release of shareholder documentation in relation to
the Transaction as soon as practicable, with a view to the respective shareholder meetings
occurring around late-March 2026. Bellavista’s shareholder materials will include an independent
expert’s report in relation to the distribution of In -specie Shares to Ste phen Parsons (or his
associates) pursuant to the In-specie Distribution for the purposes of ASX Listing Rule 10.1.
8 Refer to footnote 3.
9 Refer to footnote 5.
10 Stephen Parsons and Michael Naylor will abstain from voting on the resolution to approve the In -specie Distribution at FireFly’s General
Meeting due to their personal interests in relation to the Transaction as substantial shareholders of Bellavista, current engagement by
Bellavista as corporate consultants and Mr Naylor’s prior role as a director of Bellavista until 28 August 2024.
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Indicative Transaction Timetable
Key Event Date
Announcement of Transaction and Bellavista Capital Raising 2 February 2026
Issue of Tranche 1 shares under the Bellavista Capital Raising 12 February 2026
Despatch of notice of meeting to FireFly shareholders Mid-February 2026
Despatch of notice of meeting to Bellavista shareholders Mid-February 2026
FireFly General Meeting to approve In-specie Distribution Late-March 2026
Bellavista General Meeting to approve issue of Consideration Securities
and the Tranche 2 shares under the Bellavista Capital Raising
Late-March 2026
Completion of Transaction Early-April 2026
Issue of Consideration Securities to FireFly Early-April 2026
Record date for In-specie Distribution Early-April 2026
Completion of In-specie Distribution Early-April 2026
The above timetable is indicative only and subject to change. The Company reserves the right to amend any or all of these
dates and times without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable laws.
Advisers
BMO Capital Markets and Canaccord Genuity acted as financial advisers to FireFly, Hamilton
Locke as Australian legal adviser and Osler, Hoskin & Harcourt LLP as Canadian legal adviser in
relation to the Transaction.
This announcement has been authorised by the FireFly Board of Directors.
Contact information:
Steve Parsons
Managing Director
FireFly Metals Ltd
+61 8 9220 9030
Jessie Liu-Ernsting
Chief Development Officer
FireFly Metals Ltd
+1 709 800 1929
Media
Paul Armstrong
Read Corporate
+61 8 9388 1474
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ABOUT FIREFLY METALS
FireFly Metals Ltd (ASX, TSX: FFM) is an emerging copper-gold company focused on advancing the high-
grade Green Bay Copper-Gold Project in Newfoundland, Canada. The Green Bay Copper-Gold Project
currently hosts a Mineral Resource prepared and disclosed in accordance with the 2012 Edition of the
Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code
2012) and Canadian National Instrument 43 -101 - Standards of Disclosure for Mineral Projects ( NI 43-
101) of 50.4Mt of Measured and Indicated Mineral Resources at 2.0% for 1,016Kt copper equivalent
(CuEq) and 29.3Mt of Inferred Mineral Resources at 2.5% for 722Kt CuEq. The Company has a clear
strategy to rapidly grow the copper -gold Mineral Resource to demonstrate a globally significant
copper-gold asset.
FireFly holds a 70% interest in the high-grade Pickle Crow Gold Project in Ontario (which is proposed to
be sold pursuant to the Transaction). The current Inferred Mineral Resource stands at 11.9Mt at 7.2g/t for
2.8Moz gold, with exceptional discovery potential on the 500km2 tenement holding.
The Company also holds a 90% interest in the Limestone Well Vanadium-Titanium Project in Western
Australia.
Further information regarding FireFly Metals Ltd is available on the ASX platform (ASX: FFM) or the
Company’s website www.fireflymetals.com.au or SEDAR+ www.sedarplus.ca.
ABOUT BELLAVISTA RESOURCES LTD
Bellavista Resources Ltd (ASX: BVR) is an emerging mineral exploration company focused on finding and
acquiring world-class precious and base metal deposits in Tier 1 jurisdictions. The Company 100% owns
the Brumby Base metal Project which is a large scale and highly prospective mineral province in Western
Australia capable of hosting giant to super-giant base metal deposits, and battery mineral deposits.
Bellavista is led by mining industry veterans Mr Glenn Jardine and Mr Peter Canterbury who also led the
highly successful WA gold company De Grey Mining post discovery of the Hemi Gold deposit until De
Grey’s $6 billion takeover by Northern Star Resources Ltd.
COMPLIANCE STATEMENTS
Mineral Resource Estimate – Green Bay Project
The Mineral Resource Estimate for the Green Bay Project referred to in this announcement and set out in
Appendix A was first reported in the Company’s ASX announcement dated 18 November 2025, titled ‘Mineral
Resource increases 51% to 1.4Mt of copper and 1.1Moz of gold’ and is also set out in the Technical Report for the
Ming Copper-Gold Mine, titled ‘National Instrument 43-101 Technical Report, FireFly Metals Ltd, Green Bay Ming
Mine Copper-Gold Project, Newfoundland’ with an issue date of 1 December 2025 a nd a Mineral Resource
effective date of 18 November 2025, available on SEDAR+ at www.sedarplus.ca.
Mineral Resource Estimate – Little Deer
The Mineral Resource Estimate for Little Deer referred to in this announcement was first reported in the
Company’s ASX announcement dated 29 October 2024, titled ‘Resource Increases 42% to 1.2Mt of contained
metal at 2% Copper Eq’ and is also set out in th e Technical Report for the Little Deer Copper Project, titled
‘Technical Report and Updated Mineral Resource Estimate of the Little Deer Complex Copper Deposits,
Newfoundland, Canada’ with an effective date of 26 June 2024, available on SEDAR+ at www.sedarplus.ca.