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

• FireFly has agreed to promote its Ontario Gold Property, comprising its 70% curiosity within the Pickle Crow Project and 100% of the Sioux Lookout Project to ASX-listed Bellavista Assets Ltd (ASX: BVR) for whole scrip consideration with a deemed combination value of up to A$86.1m¹
• FireFly will obtain upfront consideration of 60 million Bellavista shares (A$47.4m¹) and contingent consideration of fifty million Bellavista efficiency rights (A$38.7m²)
• Topic to shareholder approval, FireFly to undertake an in-specie distribution of the ~A$47.4m upfront Bellavista consideration shares, which is anticipated to comprise up to 31% of Bellavista shares on completion of the Transaction and Bellavista Capital Elevating
• If shareholder approval is obtained, FireFly expects shareholders will obtain 1 Bellavista consideration share for roughly each 12.8 FireFly shares held³
• FireFly and its shareholders will probably personal up to ~40% of Bellavista⁴
• FireFly will retain upside publicity to the Ontario Gold Property via the contingent consideration efficiency rights
• Primarily based on Bellavista’s proposed exploration program on the Ontario Gold Property, the primary milestone efficiency rights are anticipated to vest inside 12 months of completion, and end in FireFly holding at least 9.9% of Bellavista⁵
• Bellavista intends to increase ~A$25m (earlier than prices) to drive Useful resource progress and a significant regional exploration program on the Ontario Gold Property (see BVR ASX launch at this time) (‘Bellavista Capital Elevating’)
• Bellavista is led by Glenn Jardine and Peter Canterbury who led the extremely profitable WA gold firm De Gray Mining Ltd submit discovery of the Hemi Gold deposit till De Gray’s A$6b takeover by Northern Star Assets Ltd
  
• Completion of the Transaction is anticipated round early April 2026, topic to satisfaction of customary circumstances precedent, together with FireFly and Bellavista shareholder approvals
  

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1 A$86.1m is predicated on Bellavista’s closing share worth on 30 January 2026 of A$0.79 and represents 60 million Upfront Consideration Shares (A$47.4m) plus the Contingent Consideration Value (outlined in Footnote 2).
2 A$38.7m represents 30 million Milestone 1 Contingent Efficiency Rights, primarily based on Bellavista’s closing share worth on 30 January 2026 of A$0.79, plus A$15m contingent upon satisfaction of Milestones 2 and three (Contingent Consideration Value). This value is topic to change.
3 Primarily based on the present shares on challenge in FireFly on 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 Efficiency Rights vest and are transformed to Bellavista shares, and no additional Bellavista shares are issued aside from for the Bellavista Capital Elevating.
5 Assumes no additional Bellavista shares are issued aside from for the Bellavista Capital Elevating.

PERTH, Australia, Feb. 01, 2026 (GLOBE NEWSWIRE) — FireFly Metals Ltd (ASX: FFM, TSX: FFM) (FireFly or the Firm) is happy to announce that it has entered right into a binding share sale and buy deed (Deed) with Bellavista Assets Ltd (ASX: BVR) (Bellavista) pursuant to which FireFly will, topic to and conditional upon the satisfaction or waiver of sure circumstances precedent (as summarised beneath):

• promote its pursuits within the tenements comprising the Pickle Crow Project and Sioux Lookout Project (collectively, the Ontario Gold Property) by manner of the sale of all the issued share capital in Auteco Minerals (Canada) Pty Ltd (Auteco Minerals) to Bellavista; and
• assign its rights and pursuits in sure intercompany loans receivable due by Auteco Minerals (Loans Receivable) to Bellavista,

 for whole upfront consideration of 60 million Bellavista shares and contingent consideration of fifty million Bellavista efficiency rights (the phrases of that are detailed additional beneath) (collectively, the Transaction).

Auteco Minerals, by way of its wholly owned Canadian integrated subsidiaries, holds:

• a 70% curiosity, with the proper to purchase a further 10% for an 80% curiosity, within the Pickle Crow Project tenements that are 100% held by PC Gold Inc. (No. 002151484) (PC Gold) (which features a long-term lease of sure granted mining tenements) as set out in Half A of Annexure A; and
• a 100% curiosity within the:
  • Pickle Crow Project tenements as set out in Half B of Annexure A; and
  • Sioux Lookout Project tenements as set out in Half C of Annexure A.

Transaction Rationale

• The Transaction is value accretive and allows eligible FireFly shareholders to instantly take part sooner or later efficiency of Bellavista whereas permitting FireFly to crystalise value for non-core belongings
• FireFly will retain publicity to potential upside via milestone participation
• FireFly achieves portfolio simplification, lowered capital necessities and lowered administration distraction
• Bellavista supplies distinctive entry to a blue chip resource-focused register and top quality govt administration staff
• In a position to transact shortly with restricted execution danger (together with no requirement for ASX re-compliance by Bellavista) enabling FireFly to capitalise on the present sturdy gold worth
• Bellavista seemingly to be extremely enticing to institutional investor (scale, staff, liquidity, and so forth.)

FireFly considers there to be sturdy strategic rationale for the Transaction, because it allows FireFly shareholders to retain publicity to the Ontario Gold Property via their shareholding each in Bellavista and in FireFly (to the extent any Contingent Consideration Efficiency Rights are transformed to Bellavista shares), whereas FireFly focuses its efforts on accelerating the event of the world class Inexperienced Bay Copper-Gold Project.

Bellavista is anticipated to have adequate sources and a top quality, targeted administration staff led by former De Gray Mining Ltd executives Glenn Jardine and Peter Canterbury. This can allow Bellavista to additional discover and develop the Ontario Gold Property and optimise their potential value, presenting a stronger prospect of delivering rapid value for FireFly shareholders. Particularly, vital outcomes from early-stage regional exploration targets on the Pickle Crow Gold Project reveal the immense potential to broaden on its present excessive grade Inferred Mineral Useful resource estimate of 11.9Mt at 7.2g/t for 2.8Moz gold (see BVR ASX launch at this time).

Phrases of the Transaction

Consideration

On satisfaction of the Circumstances (outlined beneath) and completion of the Transaction, Bellavista will challenge FireFly the next securities:

• 60 million absolutely paid bizarre shares within the capital of Bellavista (Upfront Consideration Shares); and
• 50 million Bellavista efficiency rights (Contingent Consideration Efficiency Rights) in three tranches which vest and, at FireFly’s election, convert into Bellavista shares on a one-for-one foundation upon the satisfaction of the next milestones:
  • 30 million Contingent Consideration Efficiency Rights, which shall vest upon Bellavista finishing 10,000m of drilling on the Pickle Crow Project inside 5 years after their challenge date (Milestone 1);
  • roughly 6.7 million Contingent Consideration Efficiency Rights, which shall vest upon Bellavista asserting a minimal 5 million ounce Mineral Useful resource Estimate in respect of the realm lined by the Ontario Gold Property with a class of Inferred or greater (inclusive of the present 2.8 million ounce Inferred Mineral Useful resource Estimate) at a minimal grade of 5g/t of gold, reported in accordance with the JORC Code 2012 (or any replace or subsequent version), at any time inside 5 years after their challenge date (Milestone 2); and
  • roughly 13.3 million Contingent Consideration Efficiency Rights, which shall vest upon Bellavista asserting it has produced of no less than 200,000 ounces of gold from the realm lined by the Ontario Gold Property at any time inside 5 years after their challenge date (Milestone 3),

(collectively, the Consideration Securities).

The entire deemed combination value of the Consideration Securities is up to A$86.1 million⁶.

The Milestone 2 and Milestone 3 Contingent Consideration Efficiency Rights:

• could also be settled in money (in lieu of Bellavista shares) at FireFly’s election, the place the Contingent Consideration Efficiency Rights vest earlier than their expiry date; and
• should be settled in money the place the relevant Milestone is achieved after the expiry of the Contingent Consideration Efficiency Rights,

and, in both case, the place a money settlement is elected or required, will probably be happy by the fee of:

• A$5,000,000 upon the incidence of Milestone 2; and
• A$10,000,000 upon the incidence of Milestone 3.

Primarily based on the present Bellavista capital construction as on the date of this announcement, the Transaction supplies FireFly and its shareholders the potential to personal up to roughly 40% of Bellavista⁷.

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6 Refer to footnote 1.
7 Refer to footnote 4.

Circumstances

Completion of the Transaction is conditional on satisfaction (or, as relevant, waiver) of the next circumstances precedent (collectively, the Circumstances):

• Bellavista acquiring all essential shareholder approvals required by the ASX Itemizing Guidelines to give impact to the Transaction (or any side of the Transaction), together with shareholder approval for the problem of the Consideration Securities and Tranche 2 shares below the Bellavista Capital Elevating for the needs of ASX Itemizing Guidelines 7.1 and 10.11 (if relevant), and shareholder approval pursuant to ASX Itemizing 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 problem of the Upfront Consideration Shares and FireFly making use of for the Upfront Consideration Shares pursuant to that prospectus.
• ASIC granting reduction to FireFly from the requirement to adjust to subsections 606(1) and 606(2) of the Firms Act 2001 (Cth) (Firms Act) for the acquisition of the Upfront Consideration Shares and all essential reduction from Chapter 6D of the Firms Act to make sure that no disclosure is required in relation to the proposed decision to be put to FireFly’s shareholders to approve the In-specie Distribution.
• FireFly acquiring all essential shareholder approvals required by the ASX Itemizing Guidelines or the Firms Act to give impact to the Transaction (or any side of the Transaction), together with approval of the In-specie Distribution by manner of an equal capital discount for the needs of part 256B of the Firms Act.
• FireFly acquiring an Australian Taxation Workplace (ATO) Class Ruling concerning the tax therapy of the sale and demerger transactions for Australian resident shareholders who maintain their shares on capital account, on phrases acceptable to FireFly in its sole and absolute discretion.
• First Mining offering essential consents and waiving its rights below the PC Gold three way partnership unanimous shareholders’ settlement in respect of the Transaction.
• Bellavista offering an irrevocable enterprise, topic to and efficient on completion of the Transaction, to trigger Revel Assets (JV Tasks) Ltd. (No: BC1240928) (an entirely owned subsidiary of Auteco Minerals) to train its proper to purchase a further 10% of the issued share capital of PC Gold from First Mining Gold Corp. (TSX: FF) (First Mining) by making a money fee to First Mining of C$3,000,000, and due to this fact growing its curiosity within the Pickle Crow Project to 80%.
• Execution of task and assumption agreements in respect to sure asset-related agreements.
• No materials hostile change occurring in relation to Auteco Minerals (and its subsidiaries, together with PC Gold) between (and together with) the date of the Deed and completion of the Transaction.

The Circumstances should be happy or waived inside 120 days of execution of the Deed (or such later date as is agreed between the events).

In-specie Distribution

As quickly as practicable following completion of the Transaction, FireFly will switch to eligible FireFly shareholders (or, within the case of ineligible FireFly shareholders, a sale nominee appointed by FireFly), by manner of a pro-rata in-specie distribution (In-specie Distribution), all the Upfront Consideration Shares (In-specie Shares). FireFly’s discover of assembly will include additional particulars concerning the In-specie Distribution and the sale facility for ineligible FireFly shareholders’ entitlement (together with the document date for the dedication of the In-specie Distribution).

FireFly shareholders will obtain 1 In-specie Share for roughly each 12.8 FireFly shares held (topic to rounding changes)⁸.

FireFly intends to retain the Contingent Consideration Efficiency Rights and accordingly these is not going to be distributed to shareholders below the In-specie Distribution. Milestone 1 is anticipated to be happy by Bellavista inside 12 months and upon conversion will enhance FireFly’s related curiosity in Bellavista to at least 9.9%⁹.

FireFly is at present partaking with the Australian Taxation Workplace (ATO) with the intention of acquiring a Class Ruling to verify sure revenue tax implications related to the In-specie Distribution for FireFly’s shareholders.

Shareholder Assembly and Indicative Transaction Timetable

As famous above, the proposed Transaction and In-specie Distribution are conditional on, amongst different issues, acquiring sure approvals from the shareholders of every of FireFly and Bellavista.

To the extent {that a} FireFly Director holds or controls FireFly shares, she or he intends to vote all of these shares in favour of the Transaction¹⁰.

FireFly is within the means of getting ready an explanatory assertion and spot of assembly setting out the Administrators’ reasoning and containing vital details about the Transaction and In-specie Distribution, which might be despatched to FireFly shareholders and launched to the ASX in the end.

FireFly and Bellavista are working in direction of the discharge of shareholder documentation in relation to the Transaction as quickly as practicable, with a view to the respective shareholder conferences occurring round late-March 2026. Bellavista’s shareholder supplies will embody an impartial professional’s report in relation to the distribution of In-specie Shares to Stephen Parsons (or his associates) pursuant to the In-specie Distribution for the needs of ASX Itemizing Rule 10.1.

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8 Refer to footnote 3.
9 Refer to footnote 5.
10 Stephen Parsons and Michael Naylor will abstain from voting on the decision to approve the In-specie Distribution at FireFly’s Normal Assembly due to their private pursuits in relation to the Transaction as substantial shareholders of Bellavista, present engagement by Bellavista as company consultants and Mr Naylor’s prior function as a director of Bellavista till 28 August 2024.

Indicative Transaction Timetable

The above timetable is indicative solely and topic to change. The Firm reserves the proper to amend all or any of those dates and occasions with out discover, topic to the Firms Act, the ASX Itemizing Guidelines and different relevant legal guidelines.

Advisers

BMO Capital Markets and Canaccord Genuity acted as monetary advisers to FireFly, Hamilton Locke as Australian authorized adviser and Osler, Hoskin & Harcourt LLP as Canadian authorized adviser in relation to the Transaction.

This announcement has been authorised by the FireFly Board of Administrators.

Contact info:

ABOUT FIREFLY METALS

FireFly Metals Ltd (ASX, TSX: FFM) is an rising copper-gold firm targeted on advancing the high-grade Inexperienced Bay Copper-Gold Project in Newfoundland, Canada. The Inexperienced Bay Copper-Gold Project at present hosts a Mineral Useful resource ready and disclosed in accordance with the 2012 Version of the Australasian Code for Reporting of Exploration Outcomes, Mineral Assets and Ore Reserves (JORC Code 2012) and Canadian Nationwide Instrument 43-101 – Requirements of Disclosure for Mineral Tasks (NI 43-101) of 50.4Mt of Measured and Indicated Mineral Assets at 2.0% for 1,016Kt copper equal (CuEq) and 29.3Mt of Inferred Mineral Assets at 2.5% for 722Kt CuEq. The Firm has a transparent technique to quickly develop the copper-gold Mineral Useful resource to reveal a globally vital copper-gold asset.

FireFly holds a 70% curiosity within the high-grade Pickle Crow Gold Project in Ontario (which is proposed to be offered pursuant to the Transaction). The present Inferred Mineral Useful resource stands at 11.9Mt at 7.2g/t for 2.8Moz gold, with distinctive discovery potential on the 500km² tenement holding.

The Firm additionally holds a 90% curiosity within the Limestone Effectively Vanadium-Titanium Project in Western Australia.

Additional info concerning FireFly Metals Ltd is accessible on the ASX platform (ASX: FFM) or the Firm’s web site www.fireflymetals.com.au or SEDAR+ www.sedarplus.ca.

ABOUT BELLAVISTA RESOURCES LTD

Bellavista Assets Ltd (ASX: BVR) is an rising mineral exploration firm targeted on discovering and buying world-class treasured and base metallic deposits in Tier 1 jurisdictions.  The Firm 100% owns the Brumby Base metallic Project which is a big scale and extremely potential mineral province in Western Australia able to internet hosting big to super-giant base metallic deposits, and battery mineral deposits.

Bellavista is led by mining business veterans Mr Glenn Jardine and Mr Peter Canterbury who additionally led the extremely profitable WA gold firm De Gray Mining submit discovery of the Hemi Gold deposit till De Gray’s $6 billion takeover by Northern Star Assets Ltd. 

COMPLIANCE STATEMENTS

Mineral Useful resource Estimate – Inexperienced Bay Project

The Mineral Useful resource Estimate for the Inexperienced Bay Project referred to on this announcement and set out in Appendix A was first reported within the Firm’s ASX announcement dated 18 November 2025, titled ‘Mineral Useful resource will increase 51% to 1.4Mt of copper and 1.1Moz of gold’ and can also be set out within the Technical Report for the Ming Copper-Gold Mine, titled ‘Nationwide Instrument 43-101 Technical Report, FireFly Metals Ltd, Inexperienced Bay Ming Mine Copper-Gold Project, Newfoundland’ with a problem date of 1 December 2025 and a Mineral Useful resource efficient date of 18 November 2025, out there on SEDAR+ at www.sedarplus.ca.

Mineral Useful resource Estimate – Little Deer

The Mineral Useful resource Estimate for Little Deer referred to on this announcement was first reported within the Firm’s ASX announcement dated 29 October 2024, titled ‘Useful resource Will increase 42% to 1.2Mt of contained metallic at 2% Copper Eq’ and can also be set out within the Technical Report for the Little Deer Copper Project, titled ‘Technical Report and Up to date Mineral Useful resource Estimate of the Little Deer Complicated Copper Deposits, Newfoundland, Canada’ with an efficient date of 26 June 2024, out there on SEDAR+ at www.sedarplus.ca.

Mineral Useful resource Estimate – Pickle Crow Project

The Mineral Useful resource Estimate for the Pickle Crow Project referred to on this announcement was first reported within the Firm’s ASX announcement dated 4 Could 2023, titled ‘Excessive-Grade Inferred Gold Useful resource Grows to 2.8Moz at 7.2g/t’ and can also be set out within the Technical Report for the Pickle Crow Project, titled ‘NI 43-101 Technical Report Mineral Useful resource Estimate Pickle Crow Gold Project, Ontario, Canada’ with an efficient date of 29 November 2024, as amended on 11 June 2025, out there on SEDAR+ at www.sedarplus.ca.

Steel equivalents

Steel equivalents for the Mineral Useful resource Estimates have been calculated at a copper worth of US$8,750/t, gold worth of US$2,500/ozand silver worth of US$25/oz. Particular person Mineral Useful resource grades for the metals are set out in Appendix A of this announcement.

Copper equal was calculated primarily based on the components CuEq(%) = Cu(%) + (Au(g/t) x 0.82190) + (Ag(g/t) x 0.00822).

Metallurgical components have been utilized to the metallic equal calculation. Copper restoration used was 95%. Historic manufacturing on the Ming Mine has a documented copper restoration of ~96%. Treasured metallic (gold and silver) metallurgical restoration was assumed at 85% on the idea of historic recoveries achieved on the Ming Mine as well as to historic metallurgical take a look at work to enhance treasured metallic recoveries.

Within the opinion of the Firm, all components included within the metallic equal calculation have an inexpensive potential to be recovered and offered primarily based on present market circumstances, metallurgical take a look at work, the Firm’s operational expertise and, the place related, historic efficiency achieved on the Inexperienced Bay undertaking while in operation.

Unique Bulletins

FireFly confirms that it’s not conscious of any new info or knowledge that materially impacts the data included within the authentic bulletins referred to or cross-referenced on this announcement and that, within the case of Mineral Useful resource Estimates, all materials assumptions and technical parameters underpinning the estimates within the authentic bulletins proceed to apply and haven’t materially modified. The Firm confirms that the shape and context by which the Competent Individuals’ and Certified Individuals’ findings are offered haven’t been materially modified from the unique market bulletins.

COMPETENT PERSON AND QUALIFIED PERSON STATEMENTS

All technical and scientific info on this announcement has been reviewed and authorised by Group Chief Geologist, Mr Juan Gutierrez BSc, Geology (Masters), Geostatistics (Postgraduate Diploma), who’s a Member and Chartered Skilled of the Australasian Institute of Mining and Metallurgy and a Member of the Australian Institute of Geoscientists. Mr Gutierrez is a Competent Individual as outlined within the JORC Code 2012 and a Certified Individual as outlined in NI 43-101. Mr Gutierrez is a full-time worker of, and holds securities in, the Firm. Mr Gutierrez has adequate expertise that’s related to the type of mineralisation and sort of deposit into account and to the exercise being undertaken to qualify as a Competent Individual as outlined within the JORC Code 2012 and a Certified Individual as outlined in NI 43-101. Mr Gutierrez has reviewed the contents of this announcement and consents to the inclusion on this announcement of the issues primarily based on his info within the kind and context by which they seem.

FORWARD-LOOKING STATEMENTS

This announcement could include sure forward-looking statements and projections, together with statements concerning the Transaction, In-specie Distribution and FireFly’s plans, forecasts and projections with respect to its mineral properties and packages, and anticipated timing, final result and results of the Transaction and In-specie Distribution (together with anticipated advantages to shareholders of FireFly). Ahead-looking statements could also be recognized by using phrases equivalent to ‘could’, ‘may’, ‘might’, ‘would’, ‘will’, ‘anticipate’, ‘intend’, ‘consider’, ‘forecast’, ‘milestone’, ‘goal’, ‘predict’, ‘plan’, ‘scheduled’, ‘estimate’, ‘anticipate’, ‘proceed’, or different related phrases and should embody, with out limitation, statements concerning plans, methods and targets.

Though the forward-looking statements contained on this announcement mirror administration’s present beliefs primarily based upon info at present out there to administration and primarily based upon what administration believes to be affordable assumptions, such forward-looking statements and projections are estimates solely and shouldn’t be relied upon. They don’t seem to be ensures of future efficiency and contain recognized and unknown dangers, uncertainties and different components, a lot of that are past the management of the Firm, which can embody adjustments in commodity costs, overseas trade fluctuations, financial, social and political circumstances, and adjustments to relevant regulation, and people dangers outlined within the Firm’s public disclosures.

The forward-looking statements and projections are inherently unsure and should due to this fact differ materially from outcomes in the end achieved. For instance, there may be no assurance that FireFly might be in a position to verify the presence of Mineral Assets or Ore Reserves, that plans for improvement of its mineral properties will proceed, that any mineralisation will show to be financial, or {that a} mine might be efficiently developed on any mineral properties. The efficiency of FireFly could also be influenced by plenty of components that are outdoors of the management of the Firm, its administrators, officers, workers and contractors. The Firm doesn’t make any representations and supplies no warranties regarding the accuracy of any forward-looking statements or projections, and disclaims any obligation to replace or revise any forward-looking statements or projections primarily based on new info, future occasions or circumstances or in any other case, besides to the extent required by relevant legal guidelines.

ANNEXURE A – TENEMENTS

Half A – Pickle Crow Project Tenements

Lengthy Lease Tenements

Lessee: PC Gold Inc.

Unpatented Mining Claims

Present proprietor: PC Gold Inc.

Patented Lands

Present proprietor: PC Gold Inc.

Half B – Extra Pickle Crow Project Tenements

Unpatented Mining Claims

Present proprietor: Revel Assets (JV) Tasks Ltd.

Present proprietor: Revel Assets Ltd.

Half C – Sioux Lookout Project

Present proprietor: Revel Assets Ltd.

APPENDIX A

Inexperienced Bay Copper-Gold Project Mineral Useful resource Estimate

Ming Deposit Mineral Useful resource Estimate

Little Deer Mineral Useful resource Estimate

GREEN BAY TOTAL MINERAL RESOURCE ESTIMATE

1. FireFly Metals Ltd Mineral Useful resource Estimates for the Inexperienced Bay Copper-Gold Project, incorporating the Ming Deposit and Little Deer Complicated, are ready and reported in accordance with the JORC Code 2012 and NI 43-101. 
2. Mineral Assets have been reported at a 1.0% copper cut-off grade.
3. Steel equivalents for the Mineral Useful resource Estimates have been calculated at a copper worth of US$8,750/t, gold worth of US$2,500/ozand silver worth of US$25/oz.  Metallurgical recoveries have been set at 95% for copper and 85% for each gold and silver. These assumptions are manufactured from the idea of historic manufacturing on the Ming Mine and extra metallurgical take a look at work. Copper equal was calculated primarily based on the components: CuEq(%) = Cu(%) + (Au(g/t) x 0.82190) + (Ag(g/t) x 0.00822).
4. Totals could fluctuate due to rounding.