All conditions precedent required to be satisfied prior to completion have now been satisfied or waived, and completion of the transaction is expected to occur on 29 April 2026
The sale assets comprise FireFly's 70% interest in the Pickle Crow Project and 100% of the Sioux Lookout Project
The total scrip consideration is 60 million Bellavista shares and contingent consideration of 50 million Bellavista performance rights
The record date for the in-specie distribution to FireFly shareholders is 4 May 2026 and the distribution is expected to occur on 11 May 2026
FireFly shareholders are expected to receive one Bellavista share for approximately every 12.8 FireFly shares held1
Bellavista is led by Glenn Jardine and Peter Canterbury who led the highly successful De Grey Mining Ltd post discovery of the Hemi Gold deposit in Western Australia until De Grey's A$6b takeover by Northern Star Resources Ltd (ASX: NST)
PERTH, Australia, April 23, 2026 (GLOBE NEWSWIRE) -- FireFly Metals Ltd ((ASX: FFM, TSX:FFM) (FireFly or the Company) is pleased to announce that all conditions required to be satisfied prior to completion have been satisfied or waived in accordance with the share sale and purchase deed (Sale Agreement) with Bellavista Resources Ltd (ASX: BVR) (Bellavista) announced on 2 February 2026.
The transaction pursuant to the Sale Agreement (Transaction) will involve FireFly:
selling 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
assigning 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 (Upfront Consideration Shares) and contingent consideration of 50 million Bellavista performance rights, the terms of which are detailed further in FireFly's announcement of 2 February 2026 (Contingent Consideration Performance Rights).
Satisfaction and waiver of Conditions
Under the Sale Agreement, completion of the Transaction is conditional on satisfaction or waiver of various conditions precedent (together, the Conditions), as further detailed in FireFly's announcement of 2 February 2026.
The Condition requiring FireFly to obtain an Australian Taxation Office (ATO) Class Ruling regarding certain income tax implications relating to the proposed pro-rata in-specie distribution of Bellavista shares to FireFly shareholders (In-specie Distribution) (ATO Class Ruling Condition), has been waived by FireFly on the basis set out below.
FireFly, through its tax advisers, has submitted a Class Ruling application to the ATO. The Class Ruling application is principally concerned with confirming the Australian income tax consequences for shareholders of receiving the In-specie Distribution. The Class Ruling application has been submitted on the basis that the In-specie Distribution constitutes a return of share capital for income tax purposes, consistent with advice received by FireFly from its tax advisers. Based on correspondence with the ATO, FireFly has not received any indication that this position will change, however it is not expected that the finalised Class Ruling will be issued in the near term (which is consistent with past practice) to enable the Transaction to complete. Having regard to these positions, the Board determined that awaiting finalisation of the Class Ruling would delay completion of the Transaction without materially reducing the risk associated with the tax treatment of the In-specie Distribution.
FireFly will announce the outcome of the ATO Class Ruling application in due course. There is no certainty that the ATO will agree with the position submitted by FireFly.
Following receipt of all necessary approvals of the shareholders of FireFly and Bellavista at general meetings held on 22 April 2026, and waiver of the ATO Class Ruling Condition, all Conditions required to be satisfied prior to completion of the Transaction have now been satisfied or waived in accordance with the Sale Agreement.
Completion
Completion of the Transaction is expected to occur on 29 April 2026, subject to there being no material adverse change in relation to Auteco Minerals and its subsidiaries.
At completion of the Transaction, FireFly will be issued with 60 million Bellavista shares and 50 million Bellavista Contingent Consideration Performance Rights.
In-specie Distribution
As soon as practicable following completion of the Transaction, FireFly will transfer all of the Upfront Consideration Shares (In-specie Shares) to eligible FireFly shareholders (or a sale nominee appointed by FireFly, in the case of ineligible FireFly shareholders, such as shareholders with addresses in jurisdictions where the distribution of Bellavista shares would be prohibited, unduly onerous or impractical, or who would receive an unmarketable parcel of Bellavista shares). Such transfer will be made by way of the pro-rata In-specie Distribution, to be effected as an equal capital reduction.
The In-specie Distribution may be deemed by the Commissioner of Taxation to contain multiple components, consisting of a return of share capital component (Capital Reduction Component) and possibly a dividend component (Deemed In-specie Dividend Component). The allocation between those components will be confirmed following the outcome of the ATO Class Ruling application.
FireFly anticipates that the In-specie Distribution, to FireFly shareholders of record as of the record date of 4 May 2026, will occur on 11 May 2026.
FireFly shareholders are expected to receive 1 In-specie Share for approximately every 12.8 FireFly shares held (subject to rounding adjustments).2
FireFly intends to retain the Contingent Consideration Performance Rights and accordingly these will not be distributed to FireFly shareholders under the In-specie Distribution.
Tax implications of the In-specie Distribution
The possible Australian income tax implications of the In-specie Distribution are outlined in section 4.13 of the Explanatory Memorandum in the Notice of General Meeting announced by the Company on 23 March 2026. The information provided is general in nature and does not constitute tax advice. The application of tax legislation may vary according to the individual circumstances of shareholders. All shareholders are recommended to obtain independent tax advice regarding the income tax implications specific to their circumstances.
In due course, FireFly will announce the outcome of the ATO Class Ruling application, including the confirmed allocation between the Capital Reduction Component and any Deemed In-specie Dividend Component.
Indicative Transaction Timetable
Key Event
Date
Completion of Transaction
29 April 2026
Issue of Upfront Consideration Shares and Contingent Consideration Performance Rights to FireFly
29 April 2026
Effective date of In-specie Distribution
29 April 2026
Last day to reposition FireFly shares between the Australian principal and Canadian branch registers
30 April 2026
Last day for FireFly shares trading cum In-specie Distribution
30 April 2026
Record date for In-specie Distribution
4 May 2026
Repositioning of FireFly shares between the Australian principal and Canadian branch registers recommences
5 May 2026
Completion of In-specie Distribution Despatch of holding statements for In-specie Shares distributed under the In-specie Distribution
11 May 2026
Trading in the In-specie Shares commences on a normal T+2 basis
12 May 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.
This announcement has been authorised by the FireFly Board of Directors.
Contact information:
Steve ParsonsManaging DirectorFireFly Metals Ltd+61 8 9220 9030
Jessie Liu-ErnstingChief Development OfficerFireFly Metals Ltd+1 709 800 1929
MediaPaul ArmstrongRead Corporate+61 8 9388 1474
ABOUT FIREFLY METALS LTD
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 A$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 and 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 the 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.
Mineral Resource ...
