• FireFly has agreed 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$86.1m
• FireFly will receive upfront consideration of 60 million Bellavista shares ( A$47.4m1) and contingent consideration of 50 million Bellavista performance rights (A$38.7m)
• 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 held
• FireFly and its shareholders will potentially own up to ~40% of Bellavista
• 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 Assets, the first milestone performance rights are expected to vest within 12 months of completion, and result in FireFly holding no less than 9.9% of Bellavista
• 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
• Completion of the Transaction is expected around early April 2026, subject to satisfaction of customary conditions precedent, including FireFly and Bellavista shareholder approvals.

PERTH, Australia, Feb. 01, 2026 (GLOBE NEWSWIRE) -- 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:
• Pickle Crow Project tenements as set out in Part B of Annexure A; and
• Sioux Lookout Project tenements as set out in Part C of Annexure A.

Transaction Rationale

The Transaction is value accretive and enables eligible FireFly shareholders to directly participate in the future performance of Bellavista while allowing FireFly to crystalise value for non-core assets

FireFly will retain exposure to potential upside through milestone participation FireFly achieves portfolio simplification, reduced 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:

• 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);
• 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
• 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 Bellavista.

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), 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 Mining 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 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).

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%.

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 Transaction.

FireFly is in the process of preparing an 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 Stephen Parsons (or his associates) pursuant to the In-specie Distribution for the purposes of ASX Listing Rule 10.1.

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.

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.

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.

FORWARD-LOOKING STATEMENTS

This announcement may contain certain forward-looking statements and projections, including statements regarding the Transaction, In-specie Distribution and FireFly's plans, forecasts and projections with respect to its mineral properties and programs, and anticipated timing, outcome and effects of the Transaction and In-specie Distribution (including expected benefits to shareholders of FireFly). Forward-looking statements may be identified by the use of words such as 'may', 'might', 'could', 'would', 'will', 'expect', 'intend', 'believe', 'forecast', 'milestone', 'objective', 'predict', 'plan', 'scheduled', 'estimate', 'anticipate', 'continue', or other similar words and may include, without limitation, statements regarding plans, strategies and objectives.

Although the forward-looking statements contained in this announcement reflect management's current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, such forward-looking statements and projections are estimates only and should not be relied upon. They are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company, which may include changes in commodity prices, foreign exchange fluctuations, economic, social and political conditions, and changes to applicable regulation, and those risks outlined in the Company's public disclosures. The forward-looking statements and projections are inherently uncertain and may therefore differ materially from results ultimately achieved. For example, there can be no assurance that FireFly will be able to confirm the presence of Mineral Resources or Ore Reserves, that plans for development of its mineral properties will proceed, that any mineralisation will prove to be economic, or that a mine will be successfully developed on any mineral properties. The performance of FireFly may be influenced by a number of factors which are outside of the control of the Company, its directors, officers, employees and contractors. The Company does not make any representations and provides no warranties concerning the accuracy of any forward-looking statements or projections, and disclaims any obligation to update or revise any forward-looking statements or projections based on new information, future events or circumstances or otherwise, except to the extent required by applicable laws.