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FireFly Metals Ltd. Annual Report 2024

Sep 5, 2024

48548_rns_2024-09-05_6dd9e090-bcb8-4d76-86c0-cd1244f6a044.pdf

Annual Report

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2024 A N N U A L R E P O R T

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ACN 110 336 733 Formerly AuTECO Minerals Ltd

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Contents

Contents
FireFly Metals Ltd Overview
FY24 Highlights 4
Company Snapshot 5
Chairman’s Letter 6
Review of Operations 9
Annual Mineral Resource Statement 20
Directors’ Report 25
Remuneration Report 37
Auditor’s Independence Declaration 59
Financial Statements 61
Additional ASX Information 109
Corporate Directory 118

FireFly Metals Ltd FY24 Highlights

In what was a pivotal year for FireFly, the Company established itself as a rapidly growing copper explorer and developer with a strong outlook underpinned by exceptional drilling results and abundant potential for ongoing increases in the resources at its flagship Green Bay Project in Canada.

OPERATIONS

AUGUST 2023

JANUARY 2024

NOVEMBER 2023

FireFly announced the transformational acquisition of the Green Bay Project, which includes a substantial NI 43-101 Resource of 39.2Mt @ 2.1% for 811,000t CuEq[1 ]

FireFly started Spectacular assays JUNE 2024 construction of an up to 19% copperequivalent continue Drilling hits highunderground drill to extend the known grade mineralisation drive at Green Bay to mineralisation at Green 460m outside the accelerate drilling and Bay Resource resource growth

MARCH 2024

OCTOBER 2023

DECEMBER 2023

Secured valuable port access 6km from the Green Bay Project

Acquired an additional 169sqkm of ground adjacent to Green Bay

Completed the Green Bay acquisition following court approvals

CORPORATE

MARCH 2024

SEPTEMBER 2023

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NOVEMBER 2023
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A$52M equity raising to accelerate resource growth Experienced mining Director Jessie Liu-Ernsting appointed Non-Executive Director

Successful $55M share placement announced Change of name and ASX to fund Green Bay code from AuTECO Minerals acquisition and drilling Ltd (ASX: AUT) to FireFly program Metals Ltd (ASX: FFM)

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OCTOBER 2023
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DECEMBER 2023 APRIL 2024 Share Consolidation Experienced mining Completed executive Chen Sun commenced as Chief Financial Officer

Two new key executive appointments, Stephen Parsons as Managing Director and Michael Naylor as Executive Director $5M Share Purchase Plan completed

1 The Company first announced the foreign mineral resource estimate for the Green Bay Project on 31 August 2023. The foreign estimate is prepared in accordance with Canadian National Instrument 43-101 and has not been reported in accordance with JORC 2012. A competent person has not done sufficient work to classify the foreign estimates in accordance with the JORC Code and it is uncertain that following evaluation and or further exploration that a foreign estimate will be able to be reported in accordance with the JORC Code. Further information on the foreign estimate is set out in the Annual Mineral Resource Statement.

GREEN BAY COPPER AND GOLD PROJECT

High Grade Large Resource Copper and Gold in Newfoundland & of 39.2Mt at 1.83% copper & 0.5g/t gold Labrador, Canada for 811kt at 2.1% CuEq[[1]]

of 39.2Mt at 1.83% copper & 0.5g/t gold for 811kt at 2.1% CuEq[[1]]

Infrastructure

Growth

Significant and immediate growth through investment in drilling

Exceptional mine infrastructure including operational underground declines, shaft, processing plant, deep water port and hydro power Significant

Tier-1

Significant Size, Scale and Grade

mining jurisdiction

A major high-grade copper-gold resource with immense growth potential in a tier-one location

PICKLE CROW GOLD PROJECT

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Gold

Open

2.8Moz @ 7.2g/t gold resource

Inferred resource remains open

Major Significant landholding with huge gold mining district exploration upside

High-Grade

gold in Ontario, Canada

ANNUAL REPORT 2024

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Chairman’s Letter

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Dear Fellow Shareholder

Welcome to the FireFly Metals Ltd Annual Report for the financial year ended 30 June 2024.

As the past financial year drew to a close, I found myself repeatedly contemplating the extent of the transformation which had taken place at our Company over the past 12 months. It is well-worth recalling that it was only in August 2023 that we unveiled our proposed acquisition of the Green Bay Copper-Gold Project in Canada. What has been achieved since then is nothing short of remarkable, in terms of both the huge exploration success and the value creation for our shareholders.

regarded team who are ensuring that we take full advantage of this huge opportunity.

At the time of acquiring Green Bay, we had a strong belief that significant shareholder value would be created by increasing the resource. While this stood at a very respectable 811,000 tonnes of copperequivalent, there was clearly immense scope for growth. We immediately devised an exploration strategy and put in place an aggressive drilling campaign. It is fair to say that the results have been nothing short of spectacular. With grades of more than 10 per cent copper and 4 g/t gold, the intersections speak volumes about the quality and upside at Green Bay.

Green Bay was quite simply an exceptional purchase. The opportunity to acquire a copper project which already had a significant high-grade resource, huge exploration upside and abundant infrastructure in a tier-one location was clearly enormous and hence we moved quickly to seize the chance. On behalf of the Board, I would like to thank our team for conducting their thorough due diligence in such a timely manner. This enabled us to secure Green Bay and implement our strategy for unlocking the full value of this asset.

Importantly, the drilling has now extended the known mineralisation continuously for 460m beyond the resource boundary. At the time of writing, our team was compiling what is an enormous amount of drilling data from our extensive campaigns into an updated resource model. We are also undertaking a widespread geophysics program with the aim of establishing regional look-alike drilling targets which have the potential to host substantial

As part of this strategy, we reinforced our management team with the appointment of founding Bellevue Gold Managing Director Stephen Parsons as Managing Director and founding Bellevue Director Michael Naylor as an Executive Director. Along with Chief Executive Officer Darren Cooke, we have a highly experienced and very well-

mineralisation.

Based on the vast number of drilling results we have published and our increased understanding

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of the project and its geology, we believe there is significant potential to grow the resource at Green Bay. This comes at a time when the world is looking for new supplies of copper, particularly in tier-one locations. Given this combination of events, your Board is highly confident about the future for FireFly and our ability to continue creating value through the drill bit.

As I said at the outset, your Company has enjoyed immense success over the past year. On behalf of the Board, I would like to thank our management team, staff and contractors for your remarkable efforts. Your skills and commitment have enabled us to achieve so much in such a short time and set up FireFly for ongoing growth as we seek to increase the Green Bay resource.

Amid the achievements at Green Bay, it can be easy to overlook the highly valuable asset we have in the Pickle Crow Gold Project in Canada. With an Inferred Resource of 2.8Moz at 7.2 g/t, Pickle Crow is a very large, high-grade resource by any measure. Given the strong gold price and the high activity level at Green Bay, the Company has commenced a strategic review of the high-grade Pickle Crow Gold Project with the objective of evaluating options to maximise value for shareholders whilst also allowing the Company to focus on progressing the Green Bay Project. We will keep shareholders updated on the progress.

I would also like to thank our shareholders, whose strong support for our strategy has been instrumental in assisting the Company to seize our opportunity.

I look forward to reporting to you as we continue to drill and drive growth at Green Bay.

Yours sincerely

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We have welcomed two highly experienced Independent Non-Executive Directors to the Board, namely Ms Jessie Liu-Ernsting and Ms Renée Roberts. The specialist skills and experience of Jessie and Renée will be invaluable as we enter this next phase of growth.

Kevin Tomlinson

Independent Non-Executive Chairman

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Review of Operations

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9

ANNUAL REPORT 2024

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GREEN BAY COPPER GOLD PROJECT

In October 2023, FireFly announced the completion of the acquisition of all shares in Rambler Metals and Mining Canada Limited and 1948565 Ontario Inc ( Acquisition ). As a result of the Acquisition, the Company owns 100% of the Green Bay Copper-Gold Project ( Green Bay Project or Project ), located on the Baie Verte peninsula of north-east Newfoundland, Canada which includes a current NI 43-101 Resource of 39.2Mt @ 2.1% for 811,000t CuEq. The project consists of multiple assets, headlined by the Ming underground mine.

The province of Newfoundland and Labrador has been recognised as a top four global mining investment jurisdiction in the 2022 Fraser Institute Annual Survey of Mining Companies.

Ming Mine

The Ming deposit is a high-grade copper-gold Volcanogenic Massive Sulphide ( VMS ) deposit located ~9 kilometres east of the township of Baie Verte. The deposit comprises an upper zone of multiple tabular copper-gold rich massive sulphide horizons underlain by an extensive broad large-scale copper stringer zone, known as the Footwall Zone ( FWZ ). In places, the FWZ exceeds 100m in width and 200m strike, and extends for over 1,200 metres down plunge and remains open.

The Ming deposit was originally mined from 1972 to 1982 and again from 2012 to 2022.

The Ming mine has a current unmined resource estimate (NI 43-101) of 30.2Mt at 1.81% copper, 0.4g/t gold and 2.7g/t silver for 811,000 tonnes at 2.1% CuEq.

The mine consists of a fully operating decline accessible to 950m below surface, and an existing 650m deep shaft. This functional infrastructure provides a significant platform for FireFly to rapidly increase the mineral resource for minimal capital outlay, setting the Company up for future mining operations.

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Newfoundland &
Labrador
Green Bay Project
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Location of FireFly’s Green Bay Copper-Gold Project in Newfoundland, Canada.

Exceptional High-Quality Infrastructure to Fast-Track Development

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Underground at Green Bay

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ANNUAL REPORT 2024

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Little Deer Copper Deposit

Nugget Pond Processing Facility and Goodyear’s Cove Port

The Little Deer copper project is located only 40 kilometres south of the Ming Mine and is a high-grade copper-rich VMS deposit. Two historical operations, the Little Deer and Whalesback mines, were in operation between 1960 and 1972. The current unmined resource estimate (NI 43-101) is 9.1Mt at 1.9% for 172,000t Cu and remains open in all directions. Limited historical exploration has been conducted in recent years.

The Nugget Pond processing facility is a 500,000 tonne per annum plant that consists of a conventional circuit that produces a high-quality concentrate typically grading 29% copper. The plant consists of a crushing and grinding circuit made up of a two-stage jaw crusher, a semiautogenous grind ( SAG ) and ball mill. The fine product is then fed to a standard flotation plant consisting of roughers, scavengers and three stage cleaners. The float product is then dewatered by a filter press and hauled to the Goodyear’s Cove Port facility, where the Company owns a concentrate storage facility.

PORT ACCESS AGREEMENT

On 26 March 2024, FireFly announced a pivotal agreement with TSX Venture Exchange ( TSX-V ) listed Maritime Resources Corp (TSX-V: MAE) ( Maritime ) to secure valuable port access just 6km from the Green Bay Project.

This agreement secures uninterrupted port access through Maritime’s Point Rousse tenements to provide access to the Pine Cove Deep Water Port ( Property ) to transport and export up to 1Mt per year of mineral concentrate. The agreement also includes the right to construct storage and handling facilities on the Property. The port provides a much closer export facility than the Goodyear’s Cove Port that is currently available to Green Bay. It can receive Panamax Vessels (~50,000 tonnes) and includes a causeway, a barge offloading facility, access road and laydown facility.

As part of the port access agreement transaction terms, FireFly invested C$2,500,000 in Maritime through the acquisition of 50,000,000 common shares at C$0.05 per share. FireFly also received 3,648,069 share purchase warrants with a five-year expiry and a strike price of C$0.05 per share.

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Green Bay project showing the location of the Pine Cove deep water Map showing the location of the Pine Cove deep water port relative to the port and the new exploration claims acquired as part of the Gold Ming Mine. Hunter transaction.

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Drilling Program and Results

There are two distinct styles of mineralisation at the Ming underground mine at Green Bay. One comprises the upper copper-gold rich VMS lenses. This sits above a broad copper stringer zone known as the FWZ.

In October 2023, the Company commenced the initial 40,000m drilling campaign aimed at rapidly increasing the current NI 43-101 Resource, which stands at 39.2Mt @ 2.1% for 811,000t CuEq. Initial high-priority targets to be drill-tested included the upper and lower extensions of the FWZ and high-grade VMS Horizon.

On 16 January 2024, FireFly reported the first results from drilling into the VMS zones. These outstanding results demonstrated high grades over significant widths, and are considered particularly important because they extended the known VMS mineralisation by 350m, taking it well beyond the boundary of the current Ming Mineral Resource, of 30.2Mt at 2.1% CuEq for 634,000t CuEq.

Significant results from that announcement include:

  • 46.4m @ 4.6% Cu, 1.2g/t Au, 7.5g/t Ag (5.6% CuEq)

  • 17.8m @ 4.4% Cu, 2.2g/t Au, 18.8g/t Ag (6.6% CuEq)

  • 14.7m @ 2.6% Cu, 5.5g/t Au, 24.2g/t Ag, 12% Zn (7.5% CuEq)

  • 11.2m @ 4.9% Cu, 2.3g/t Au, 9.7g/t Ag (6.9% CuEq)

  • 2.7m @ 13.5% Cu, 7.0g/t Au, 33.0g/t Ag (19.4% CuEq)

A second drill rig also arrived on site in January 2024 to fast-track step-out resource drilling.

During the March 2024 quarter, the Company commenced drilling into the FWZ ‘stringer’ style mineralisation with results validating historical drilling in the zone and continuing to demonstrate the potential for resource growth and significantly up-scaled mining.

Thick zones of consistent mineralisation were encountered, as highlighted by results from hole MUG23-010, which contained multiple intercepts of high-grade mineralisation within broader mineralised zones. Results included intercepts of 22.8m @ 2.4% CuEq, 6.6m @ 2.7% CuEq and 3.1m @ 3.1% CuEq within a broader zone of 67.8m @ 1.6% CuEq from 117.1m. Only 19m further down hole another zone of 41.1m @ 2.3% CuEq was intersected (refer to release dated 4 March 2024).

Wide zones of consistent chalcopyrite-dominated stringers were encountered in hole MUG24-004, as demonstrated by an intersection of 63.1m @ 2.2% Cu (true thickness). Within this zone were local areas of significantly higher grade, including 9.0m @ 4.0% CuEq and 12.4m @ 3.1% CuEq. In hole MUG24-003, a further high-grade zone of 9.8m @ 3.7% CuEq was intersected (refer to release dated 21 March 2024).

Significant results from drilling in the FWZ announced during the March quarter include:

  • 63.1m @ 2.03% Cu, 0.1g/t Au, 2.0g/t Ag (2.15% CuEq) from 191.6m in hole MUG24-004, including:

  • 12.4m @ 3.0% Cu, 0.2g/t Au, 3.0g/t Ag (3.11% CuEq) from 191.6m

  • 9.0m @ 3.78% Cu, 0.2g/t Au, 3.6g/t Ag (4.01% CuEq) from 232.5m

  • 51.0m @ 2.07% Cu, 0.1g/t Au, 2.2g/t Ag (2.20% CuEq) from 213.3m in hole MUG24-009, including:

  • 4.9m @ 3.12% Cu, 0.1g/t Au, 3.4g/t Ag (3.23% CuEq) from 222.3m

  • 5.3m @ 3.15% Cu. 0.2g/t Au, 3.3g/t Ag (3.33% CuEq) from 242.6m

  • 9.8m @ 3.48% Cu, 0.2g/t Au, 4.8g/t Ag (3.72% CuEq) from 354.3m in hole MUG24-003

  • 67.8m @ 1.53% Cu, 0.1g/t Au, 2.7g/t Ag (1.62% CuEq) from 117.1m in hole MUG23-010, including:

  • 22.8m @ 2.31% Cu, 0.1g/t Au, 2.5g/t Ag (2.41% CuEq) from 117.1m

  • 6.6m @ 2.60% Cu. 0.1g/t Au, 2.7g/t Ag (2.73% CuEq) from 169.3m

  • 41.1m @ 2.18% Cu, 0.1g/t Au, 2.0g/t Ag (2.28% CuEq) from 204.2m in hole MUG23-010, including: • 18.0m @ 3.16% Cu, 0.2g/t Au, 3.0g/t Ag (3.33% CuEq) from 226.2m

  • 47.1m @ 2.26% Cu, 0.2g/t Au, 2.8g/t Ag (2.41% CuEq) from 169.8m in hole MUG23-014, including:

  • 18.8m @ 3.24% Cu, 0.3g/t Au, 4.1g/t Ag (3.51% CuEq) from 188.4m

Photo of Pine Cove property showing deep water port, barge and loading facilities

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ANNUAL REPORT 2024

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Underground Drill Drive

In November 2023, FireFly commenced mining the phase one 750m underground drill drive to enable FireFly to drill faster, more efficiently and more accurately, as part of its strategy to rapidly grow the existing high-grade coppergold Resource.

The development is an extension of the main haulage way and is positioned to effectively target down dip extensions of both the upper high-grade copper-gold VMS horizons and the bulk FWZ, which returned an intersection of 102m @ 1.7% copper 460m from the starting point of the underground drill drive. The development will provide additional drilling platforms to infill the outstanding historic intersections down plunge of the existing Resource which includes 22.6m @ 4.4% Cu, 18.0m @ 4.6% Cu and 19.2m @ 10.3% Cu (refer ASX release dated 31 August 2023).

Holes drilled from the underground drill drive continue to return exceptional results, with significant intersections of both the upper high-grade copper-gold VMS zone and the underlying broad-scale copper FWZ.

On 29 April 2024, the Company announced that the first five holes drilled from the underground drill drive had returned exceptional assay results, with significant intersections of both the upper high-grade copper-gold VMS zone and the underlying broad-scale copper FWZ. Intersections in the VMS zone included 9.1m @ 5.4% CuEq and 13.0m @ 4.4% CuEq. The copper stringer style FWZ mineralisation also continued to contain multiple high-grade zones, including 12.0m @ 4.8% CuEq within a wider halo of 37.4m @ 2.7% CuEq in hole MUG24-016.

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Further intersections in the VMS zone were announced on 19 June 2024, which included 13.1m @ 14.3% CuEq within a broader zone of 26.0m @ 8.2% CuEq. The copper stringer style FWZ mineralisation also maintained further multiple high-grade zones, including 8.9m @ 3.0% CuEq within a wider halo of 55.0m @ 1.8% CuEq in MUG24-024.

The results from the underground drill drive are significant as they demonstrate strong and continuous VMS and FWZ-style mineralisation between the end of the current resource and the 460m step-out exploration hole (R17-25ab) that contained intersections including 6.3m @ 5.9% CuEq in the VMS and 102m @ 1.7% Cu in the FWZ (see ASX release dated 16 January 2024). This sets the scene for a significant resource update, which is scheduled for completion in the September-October 2024.

In total, the Company had completed 22,705m of diamond core (as at 30 June 2024) from underground development.

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Long Section through the Green Bay Ming underground mine showing the growth strategy of exploration underground drive and resource extension drilling. Planned resource extension holes are shown in green (see ASX 19/06/2024).

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Long Section through the Green Bay Ming underground mine showing the location of FireFly Metals’ Footwall Zone drilling (see ASX 19/06/2024).

Growth Outlook

The Company’s Resource growth plan remains on track, with an updated Mineral Resource expected in the September -October 2024.

The development of the phase one 750m underground drill drive was completed in early July 2024. Phase two will extend the underground development for a further 1,200m to enable further step-out resource growth.

Resource growth drilling from the underground development delivers significant cost and time savings in comparison to completing the drilling from surface.

Funds from the A$52M capital raising completed in March 2024 are being used to accelerate the growth program. The third rig commenced drilling on 23 June 2024 and the fourth rig arrived on site on 29 June 2024 and commenced drilling in the first week of July 2024. This rig will be utilised to fast-track both resource drilling and in-mine downhole geophysical targeting.

Additionally, geophysical targeting has commenced, with underground downhole Electromagnetic (DHEM) surveying and a regional airborne VTEM survey scheduled in the September 2024 quarter.

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ANNUAL REPORT 2024

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Acquisition of Additional Ground

In March 2024, FireFly completed the acquisition of 169 square kilometres of additional ground adjacent to the Green Bay Project from Gold Hunter Resources Inc. (CNSX: HUNT) ( Gold Hunter ). See ASX announcements dated 26 March 2024 and 22 December 2023.

The Gold Hunter land acquisition cements the Company’s position as a dominant landholder in the highly prospective Baie Verte VMS mineral district of Newfoundland. Reviews of the historic targets and data are underway by the FireFly geological team, with new compelling copper-gold drilling targets announced on 22 August 2024.

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Location of the acquisition claims relative to FireFly Metals’ Green Bay copper-gold Project, Newfoundland & Labrador Province, Canada.

PICKLE CROW PROJECT

FireFly’s Pickle Crow Gold Project is located in the world-class tier 1 mining jurisdiction of Ontario, Canada. Geologically, the project is set within the Uchi sub-province of the Archean Superior Craton (refer image below). The Uchi subprovince has an endowment exceeding 40Moz of gold, hosting significant deposits including Red Lake (Evolution Mining), Springpole (First Mining) and the emerging Dixie discovery (Kinross Gold).

The FireFly 500sqkm land holding encompasses the high-grade Pickle Crow gold mine that produced 1.5Moz of gold at grade of 16.1g/t between 1935 and 1966, making it one of Canada’s highest-grade historical gold mines with drilling in previous periods seeing FireFly successfully grow the Inferred Mineral Resource to 2.8 million ounces of gold at 7.2g/t.

While the Pickle Crow Gold Project remains a valuable asset to the Company, due to the team’s focus on the integration of the Green Bay Project, no drilling was completed at the Pickle Crow Gold Project in the current financial year. Activities completed at the project include reviewing and digitising of historical data as well as mapping and prospecting.

The Company has initiated a strategic review with respect to the Company’s 70% interest in the high-grade Pickle Crow Gold Project ( Strategic Review ). The objective of the Strategic Review is to evaluate options to maximise value for shareholders whilst also allowing the Company to focus on progressing the Green Bay Project. Investors are cautioned that there is no guarantee that the Strategic Review will result in the divestment of the Pickle Crow Gold Project and the Company will keep the market updated in accordance with its continuous disclosure obligations.

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PICKLE CROW
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FireFly
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Map of the Western Superior Craton showing the location of Pickle Crow Regional setting of the Sioux Lookout mineralised zone. FFM and Treasury within the Uchi sub-province. Other significant gold deposits in the region Metals Inc claims shown. are shown.

Photo of Pine Cove deep water port

SIOUX LOOKOUT PROJECT

The Sioux Lookout property, acquired in 2021, consists of 166 square kilometres of exploration tenure in the Wabigoon Sub-province of the Archean aged Superior Craton. The property contains numerous historic workings and anomalous gold samples, with a detailed heli-magnetic survey conducted over the property that highlighted significant structure targets. The holding is along strike of Treasury Metals Inc’s (TSX: TML) Goliath Gold Complex that has a resource prepared in accordance with Canadian National Instrument 43-101 of 2.9 million ounces of gold (refer TSX release dated 14 April 2022).

First results from rock chip sampling include high-grade assays of 73.6g/t and 15.1g/t gold (refer ASX release dated 9 August 2023). These results are highly significant given the early stage of the exploration activities and the fact that such high grades are present on surface. Furthermore, the targets are within the interpreted Sioux Lookout Deformation Zone, which hosts the 2.9 million ounce Goliath gold project.

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Location of Sioux Lookout Project

LIMESTONE WELL PROJECT

The Limestone Well Vanadium-Titanium project is located in Western Australia in the Barrambie igneous complex, which is a fractionated layered mafic intrusion. Vanadium and titanium mineralisation is associated ilmenite/ magnetite-rich layers. The project is located along strike of Neometals’ (ASX: NMT) Barrambie project.

FireFly acquired a 90% interest in the project in October 2021 and has the sole, exclusive and irrevocable option to purchase the remaining 10% interest from Mithril Resources (ASX: MTH) for consideration of $10,000,000.

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ANNUAL REPORT 2024

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SOCIAL RESPONSIBILITY

The Green Bay Copper-Gold Project is located on the Baie Verte Peninsula, on the North coast of Newfoundland. The Baie Verte Peninsula has a rich history of mineral exploration dating back to the 1800s, with mining operations commencing in the 1970s at the Ming Mine. There are 19 communities within a 50km radius of the Project; the closest is Ming’s Bight with a population of 298 and the largest fullservice community, the Town of Baie Verte, is only 10-km away from the mine with a population of 1,311.

The Pickle Crow Project, and regional exploration north of Pickle Crow, occur within the Traditional Territory of the Mishkeegogamang Ojibway First Nation in Treaty 9. Southwest of Pickle Crow are the regional exploration properties of Savant and Sioux Lookout, which lay within the Traditional Territory of Lac Seul First Nation and Ojibway Nation of Saugeen, both of Treaty 3.

FireFly believes that building relationships on a foundation of trust, transparency, and mutual advantage is essential to FireFly’s business success. Our commitment is to create a mutual benefit in all our relationships so that FireFly is a preferred partner for local businesses, suppliers, municipalities, towns and Indigenous communities and groups. We focus on communities which have the highest potential to be influenced by our activities such as those on the Baie Verte Peninsula in Newfoundland and the Mishkeegogamang Ojibway First Nation, Lac Seul First Nation, Ojibway Nation of Saugeen, and the Town of Pickle Lake in Ontario.

FireFly acknowledges that mining activities and mineral exploration can affect a wide range of individuals, businesses, indigenous communities, municipalities, organizations, and interest groups. FireFly is committed to seeking public and community input to ensure that potential influences on traditional, land use, social and economic factors in the region are considered. We engage communities, businesses and organizations to identify and mitigate potential effects, and harness opportunities to ensure mutual benefits for all. Participation in open houses and field studies has resulted in positive input for both projects in Ontario and Newfoundland. FireFly has modified its work plans and project design to preserve traditional and recreational land use and protected sacred areas for today and future generations.

HEALTH & SAFETY

FireFly is committed to the health and safety of all our employees and contractors, and to maintaining a leading, proactive safety culture. We are committed to delivering improved safety performance while growing the resources of the Green Bay Copper-Gold and Pickle Crow Gold Project and advancing these projects.

The Green Bay Copper-Gold Project 12-month rolling average Lost Time Injury Frequency Rate ( LTIFR ) as of 30 June 2024 was two and a half (2.5) and the Pickle Crow Gold Project 12-month rolling average LTIFR remains at zero (0.0). FireFly is pleased to be able to state that there were no reportable incidents recorded during the year.

In May 2024, FireFly’s operation in Newfoundland was awarded the prestigious 2023 Canadian Institute of Mining’s John T Ryan Award for the National Metal Mine Category.

ENVIRONMENTAL STEWARDSHIP

All activities conducted by FireFly comply with the highest standards of environmental stewardship. FireFly implements its policies in line with permits and approvals received by the Government of Canada, the Governments of Newfoundland and Labrador and Ontario, and Mining Association of Canada’s initiative Towards Sustainable Mining and the Prospectors and Developers Association of Canada’s e3 Plus framework for responsible exploration.

The Green Bay Copper-Gold Project in Newfoundland is a mine, mill and port operation that was in production until March 2023. Following FireFly’s acquisition of the Project, the mill and port have remained on care and maintenance, while exploration programs occur at the mine. Although not in production, FireFly continues to operate these sites in accordance with the required Federal and Provincial Acts, Regulations, and Guidelines and maintains an Environmental Management System which includes several environmental protection and response plans (e.g., Waste Management, Contingency, Emergency Response, and others), environmental monitoring programs, approved Closure and Rehabilitation Plans and other environmental protection measures. FireFly has maintained compliance, filed the necessary regulatory reports and has had no environmental incidents at its Green Bay Copper-Gold Project.

The Pickle Crow Project in Ontario is situated in an area of historic mining that began operations in the 1930s and ceased in 1966, with various exploration, production, and development activities since its closure. FireFly conducts regular environmental monitoring, site inspections, and independent third-party inspections to monitor site conditions. Reclamation has been completed for all early exploration activities in 2024. FireFly has confirmed with the Ministry of Mines, that additional decommission and restoration provisions will only be necessary if historic mining areas are disturbed as the Pickle Crow Project advances.

DIVERSITY

FireFly employs a diverse range of skilled individuals, reflecting its philosophy of hiring the best available candidates for all positions, at all levels, based on competence and performance. The Company believes in the principle of equal opportunity in employment for all people, regardless of sex, marital or family status, pregnancy, sexual orientation, gender identity, age, physical or intellectual impairment, race (including colour, nationality, descent, ethnic or religious background), cultural or religious beliefs, socio-economic background, perspective and experience.

The Company focuses on attracting, developing and retaining highly competent individuals by promoting an environment where employees are treated with fairness and respect and have equal access to opportunities as they arise.

The Company is proud to report that it is achieving industry-leading diversity in terms of gender representation at a Board and senior management level following the appointment of additional female directors and key management personnel.

At 2 September 2024, the number and proportion of women and men employed by the Group was as follows:

Number Women
Proportion
Number Men
Proportion
Total Number
Employees1 14 17% 69 83% 83
Senior Management2 4 44% 5 56% 9
Board 2 40% 3 60% 5
Total 20 21% 77 79% 97
  1. Excludes Directors and Senior Management

  2. Includes CEO, CFO, Company Secretary, Chief Geologist, Vice President ( VP ) - Environment & Community, VP - Operations, Exploration Manager, Environment and Safety Manager, and VP - Human Resources.

Gender diversity at FireFly in comparison to current mining industry averages:

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Gender Diversity 2 Sep 2024 Industry Average
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Employee femaleparticipation 17% 16.8%1
Board representation: women 44% 26%2
Gender diversity in leadership roles
(includingSenior Management)
43% 23%2
  1. MiHR, Canadian Mining Workplace Profile 2024, pg. 19.

  2. December 2023 WGEA Report Mining Division.

The Company is actively developing strategies to further promote a diverse and inclusive workplace, with the establishment of the Nomination and Remuneration Committee following the end of the financial year. The Nomination and Remuneration Committee intends to consider setting measurable diversity objectives in the coming year, in line with the Company’s commitment to stronger corporate governance.

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FireFly’s Directors, management team and staff with the prestigious John T. Ryan safety trophy from the Canadian Institute of Mining at the Ming Mne.

19

18

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Green Bay Project

The Mineral Resource Estimate at the Green Bay Project is a foreign estimate prepared in accordance with Canadian National Instrument 43-101. A competent person has not done sufficient work to classify the foreign estimate as a mineral resource in accordance with the 2012 Edition of the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ( JORC Code ), and it is uncertain whether further evaluation and exploration will result in an estimate reportable under the JORC Code.

FireFly first announced the foreign estimate of mineralisation for the Green Bay Project on 31 August 2023. The Company confirms that the supporting information included in the announcement of 31 August 2023 continues to apply and has not materially changed.

The Mineral Resource Estimate at the Green Bay Project as at 30 June 2024 is presented in the tables below:

Annual Mineral Resource Statement

MEASURED MEASURED MEASURED MEASURED MEASURED INDICATED INDICATED INDICATED INDICATED INFERRED INFERRED INFERRED TOTAL RESOURCE TOTAL RESOURCE TOTAL RESOURCE TOTAL RESOURCE
Tonnes Grade Metal Tonnes Grade Metal Tonnes Grade Metal Tonnes Grade Metal
Ming Deposit
Copper 8.4Mt 1.71% 144kt 15.3Mt 1.85% 284kt 6.4Mt 1.86% 120kt 30.2Mt 1.81% 547kt
Gold 0.5g/t 124koz 0.3g/t 148koz 0.4g/t 79koz 0.4g/t 351koz
Silver 3.6g/t 962koz 2.4g/t 1,164koz 2.6g/t 537koz 2.7g/t 2,664koz
Little Deer Complex (Little Deer & Whalesback Mine)
Copper - - - 2.9Mt 2.13% 62kt 6.2Mt 1.78% 110kt 9.1Mt 1.90% 172kt
Gold - - - 0.1g/t 9koz 0.1g/t 10koz 0.1g/t 19koz
Silver - - - 3.4g/t 318koz 2.2g/t 430koz 2.6g/t 748koz
TOTAL MINERAL RESOURCES
Copper 8.4Mt 1.71% 144kt 18.2Mt 1.89% 345kt 12.6Mt 1.82% 230kt 39.2Mt 1.83% 718kt
Gold 0.5g/t 124koz 0.3g/t 157koz 0.2g/t 88koz 0.3g/t 370koz
Silver 3.6g/t 962koz 2.5g/t 1,482koz 2.4g/t 968koz 2.7g/t 3,413koz

Mineral resources have been reported at a 1.0% copper cut-off grade.

Metal Equivalents

Metal equivalents for the foreign estimate of mineralisation have been calculated at a copper price of US$8,295/t, gold price of US$1,912/oz and silver price of US$22.59/oz. Individual grades for the metals are set out in the table above. Copper equivalent was calculated based on the formula CuEq(%) = Cu(%) + (0.74112 x Au(g/t)) + (0.00876 x Ag(g/t). No metallurgical recovery factors have been applied to the in-situ resource. It is the Company’s view that all elements in the copper equivalent calculation have a reasonable potential to be recovered and sold.

Progress and status of evaluating foreign estimates

FireFly’s intention is to continue undertaking further exploration work at the Green Bay Project to underpin a mineral resource estimate prepared in accordance with the JORC Code (2012 Edition). The work plan outlined by the Company to achieve an updated resource estimation includes:

  • Additional resource extension and confirmatory diamond drilling;

  • Updated interpretation and geological modelling of the known mineralisation; and

  • Review and sign off by an independent geological expert.

At the time of reporting, FireFly has completed over 30,000m of underground diamond drilling that will inform the updated mineral resource estimate. The drilling is ongoing, with an emphasis on resource extension and localised infill drilling to improve confidence in the resource categories. Geologic modelling is being progressed concurrently with ongoing drilling activity to expedite mineral resource estimation work following completion of planned drilling activity. Independent consulting group, International Resource Solutions Pty Ltd, has been engaged to deliver the Green Bay resource which will be prepared in accordance with the JORC Code (2012 Edition). International Resource Solutions is a mining services provider specialising in mineral resource estimation and is led by highly experienced consultant Brian Wolfe. Having already completed a site visit and review of historical datasets, International Resource Solutions has commenced an intermediate scope of work to review current datasets confirming that ongoing data acquisition is to a JORC standard. The Green Bay mineral resource estimate prepared in accordance with the JORC Code (2012 Edition) is scheduled to be completed in September-October 2024.

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ANNUAL REPORT 2024

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Governance Controls

All Mineral Resource estimates are prepared by Competent Persons using data that they have reviewed and consider to have been collected using industry standard practices and which, to the most practical degree possible are representative, unbiased, and collected with appropriate QA/QC practices in place.

Pickle Crow Gold Project

The Mineral Resource Estimate for the Pickle Crow Gold Project was prepared in accordance with the JORC Code by reputable Australian firm Cube Consulting Pty Ltd with oversight from FireFly personnel.

The Resource estimate as at 30 June 2024 is presented in the table below. All Resources are classified as Inferred.

Mineralisation Domain Lower Cut-off Tonnes (Mt) Gold Grade (g/t) Gold (Moz)
Quartz Lodes 3.0g/t 6.7 9.8 2.1
Bulk (BIF, Porphyry)
Satellite (East Pat, Cohen
Mac)
2.0g/t
2.0g/t
4.2
1.0
3.8
4.1
0.5
0.1
TOTAL 11.9 7.2 2.8

Notes: Figures may not add up due to rounding. Mineral Resources that are not Ore Reserves have not demonstrated economic viability and an Inferred Mineral Resource carries a lower level of confidence than that applying to Indicated Mineral Resource and must not be converted to an Ore Reserve. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. Mineral Resources are reported at a block cutoff grade of 3.0 g/t Au for the vein and 2.0 g/t Au for the BIF (bulk and satellite) domains. No minimum mining SMU parameters have been applied to the underground Inferred Mineral Resources. The average bulk density assigned to the quartz vein hosted mineralisation is 2.7g/cm[3] , 3.21g/cm[3] to the BIF hosted mineralisation and 2.7g/cm[3] to the porphyry hosted mineralisation.

The Resource has been independently estimated by Cube Consulting Pty Ltd (see Competent Person statement). The estimate has been produced by 3D modelling of the lode systems and block model grade estimation using Ordinary Kriging (OK) and Inverse Distance to the power of 2 (ID2).

Classification

All Pickle Crow project resources have been classified as Inferred based on current drill spacing and the historical drill results which will require further supporting verification drilling and QAQC insertion. It is anticipated that Infill drilling and verification drilling will support an increase in resource classification.

Review of material changes

The Independent Maiden Inferred Resource Estimate of 2.3Mt @ 11.6g/t gold for 0.83Moz of gold announced to the ASX on 29 June 2020 for the Pickle Crow Gold Project represented the first JORC 2012-compliant Resource on the project.

Further increases to the Inferred Resource Estimate were announced on 1 September 2020, 15 July 2021 and 15 February 2022 increasing the total Independent JORC 2012 Inferred Resource for the Pickle Crow Gold Project to 8.9Mt @ 7.8g/t gold for 2.23Moz of gold as reported in the Company’s 2022 annual report.

In May 2023, the Company reported a further 24 percent increase in the Inferred Mineral Resource Estimate at its Pickle Crow Project in Canada, taking it to 11.9Mt @ 7.2g/t gold for 2.8Moz of gold. This represents an increase of 2.0Moz (244%) since the project acquisition in March 2020.

As part of an annual review of resources, the economic assumptions outlined in accordance with principles of the JORC Code have been reviewed, and no material changes have been applied. Furthermore, the Company is not in possession of any new information or data relating to the previously announced resource estimate, as such there are no material changes to the resource estimate and no comparison of estimates is necessary. No further update to the resource estimate has been completed following the annual review of mineral resources completed for the financial year ended 30 June 2023.

Governance Controls

All Mineral Resource estimates are prepared by Competent Persons using data that they have reviewed and consider to have been collected using industry standard practices and which, to the most practical degree possible are representative, unbiased, and collected with appropriate QA/QC practices in place.

COMPLIANCE STATEMENTS AND DISCLAIMERS

Exploration Results and Foreign Mineral Resources – Green Bay Copper-Gold Project

The information in this report that relates to Exploration Results and the Foreign Mineral Resource Estimate at the Green Bay Project is based on and fairly represents information and supporting information compiled and reviewed by Mr Darren Cooke, a Competent Person who is a Member of the Australasian Institute of Geoscientists. Mr Cooke is a full-time employee of the Company (as Chief Executive Officer) and holds securities in the Company as set out elsewhere in this report. Mr Cooke has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the JORC Code. Mr Cooke consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

Metal equivalents for the drilling at the Green Bay Project have been calculated at a copper price of US$8,300/t, gold price of US$2,000/oz, silver price of US$25/oz and zinc price of $2,500/t. Copper equivalent was calculated based on the formula CuEq (%) = Cu(%) + (Au (g/t) x 0.77472) + (Ag (g/t) x 0.00968) + (Zn (%) x 0.3012). No metallurgical recovery factors have been applied to the exploration results. It is the Company’s view that all elements in the copper equivalent calculation have a reasonable potential to be recovered and sold.

Mineral Resources – Pickle Crow Gold Project

The information in this report that relates to the Mineral Resource Estimate at the Pickle Crow Gold Project is based on and fairly represents information and supporting information compiled by Mr Brian Fitzpatrick, a Competent Person who is a member of the Australasian Institute of Mining and Metallurgy. Mr Fitzpatrick is a full-time employee of Cube Consulting Pty Ltd, who specialises in mineral resource estimation, evaluation, and exploration. Neither Mr Fitzpatrick nor Cube Consulting Pty Ltd holds any interest in FireFly Metals Ltd, its related parties, or in any of the mineral properties that are the subject of this report. Mr Fitzpatrick has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the JORC Code. Mr Fitzpatrick has reviewed the contents of this report and consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

References to FYXX

References in this report to the financial year ending 30 June 20XX, where XX is the two-digit number for the year.

Disclaimer

This report has been prepared by FireFly Metals Ltd based on information from its own and third-party sources and is not a disclosure document. No party other than the Company has authorised or caused the issue, lodgement, submission, despatch or provision of this report, or takes any responsibility for, or makes or purports to make any statements,

representations or undertakings in this report. Except for any liability that cannot be excluded by law, the Company and its related bodies corporate, directors, employees, servants, advisers and agents disclaim and accept no responsibility or liability for any expenses, losses, damages or costs incurred by you relating in any way to this report including, without limitation, the information contained in or provided in connection with it, any errors or omissions from it however caused, lack of accuracy, completeness, currency or reliability or you or any other person placing any reliance on this report, its accuracy, completeness, currency or reliability. This report is not a prospectus, disclosure document or other offering document under Australian law or under any other law. It is provided for information purposes and is not an invitation nor offer of shares or recommendation for subscription, purchase or sale in any jurisdiction. This report does not purport to contain all the information that a prospective investor may require in connection with any potential investment in the Company. Each recipient must make its own independent assessment of the Company before acquiring any shares in the Company.

Forward Looking Information

This report contains forward-looking statements. Wherever possible, words such as “intends”, “expects”, “scheduled”, “estimates”, “anticipates”, “believes”, and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, have been used to identify these forward-looking statements. Although the forward-looking statements contained in this report reflect management’s current beliefs based upon information currently available to them and based upon what they believe to be reasonable assumptions, the Company cannot be certain that actual results will be consistent with these forward-looking statements.

Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause the Company’s actual results, events, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Although the Company has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forwardlooking statements, there may be other factors and risks that cause actions, events or results not to be anticipated, estimated or intended, including those risk factors discussed in the Company’s public filings. There can be no assurance that the forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.

Accordingly, prospective investors should not place undue reliance on forward-looking statements. Any forwardlooking statements are made as of the date of this report, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, unless otherwise required by law. This report may contain certain forward-looking statements and projections regarding: estimated resources and reserves; planned production and operating costs profiles; planned capital requirements; and planned strategies and corporate objectives.

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ANNUAL REPORT 2024

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Directors’ Report

The directors present their report on the consolidated financial statements of FireFly Metals Ltd ( FireFly or Company ) and the entities it controlled ( Group ) at the end of, or during, the year ended 30 June 2024.

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ANNUAL REPORT 2024

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Directors’ Details

The names and particulars of the Directors of the Company during FY24 and up to the date of this report are:

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Kevin Tomlinson

INDEPENDENT NON-EXECUTIVE CHAIRMAN

Mr Tomlinson has more than three decades’ experience in major discoveries, exploration and resource growth, mine development and financing of mining projects globally. He has also played leading roles in many successful mergers and acquisitions in multiple jurisdictions including Canada, Australia, Africa and the UK.

gold mine in Egypt.

Mr Tomlinson is a Fellow of the Chartered Institute of Securities and Investment (CISI), a Fellow of the Institute of Directors and a Liveryman of the Worshipful Company of International Bankers (UK).

He is currently a Non-Executive Director of Kodiak Copper Corp (TSX.V:KDK), and Non-Executive Director of Cygnus Metals Ltd and Non-Executive Chair of highly successful ASX-200 company Bellevue Gold Limited.

Mr Tomlinson was previously Managing Director of Investment Banking at Westwind Partners and Stifel Nicolaus (2006-2012), raising significant equity and providing M&A corporate advice, and is the former Chair of ASX/TSX-listed Cardinal Resources Ltd, leading its C$587 million sale to Shandong Gold. He was also a Non-Executive Director at Churchill Resources Inc and Centamin PLC, which discovered and built a significant

He holds a Bachelor of Science (Honours) and a Masters degree in Structural Geology and has a Graduate Diploma in Finance and Investment Banking, Corporate, Finance and Securities Law from the Securities Institute of Australia.

PAST LISTED DIRECTORSHIPS (3YRS):

DIRECTOR SINCE

CURRENT LISTED DIRECTORSHIPS:

  • Bellevue Gold Ltd

15 December 2022

  • C3 Metals Inc

  • (Appointed 9 September 2019)

  • (5 January 2021 to 30 June 2022)

  • Kodiak Copper Corp

  • Churchill Resources Inc (21 June 2021 to 24 March 2023)

  • (Appointed 14 December 2020)

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Stephen Parsons

MANAGING DIRECTOR

Mr Parsons has over 20 years’ experience in the mining industry with a proven track record of mineral discoveries, company growth, international investor relations and creating shareholder wealth.

multi-million ounce gold project in Burkina Faso, West Africa and grew to be an ASX200 company prior to its takeover by a significant North American gold company.

Mr Parsons has been a Non-Executive Director of the Company since 28 January 2020 and was appointed as Managing Director on 20 October 2023 after the successful acquisition of the Green Bay Copper-Gold Project.

In February 2023, Mr Parsons moved to a Non-Executive Director position at ASX200 entity Bellevue Gold Limited (ASX: BGL) after a six-year tenure as Managing Director, where he led the business from the initial discovery through to development and construction of the Bellevue gold mine in Western Australia.

Mr Parsons has an honours degree in Geology and is a member of the Australasian Institute of Mining and Metallurgy.

Mr Parsons was previously the Managing Director of Gryphon Minerals Ltd, which discovered a large

  • PAST LISTED DIRECTORSHIPS (3YRS): • N/A

DIRECTOR SINCE

CURRENT LISTED DIRECTORSHIPS:

  - Bellevue Gold Ltd (since 31 March 2017)
  • 28 January 2020

  • Cygnus Metals Ltd (Appointed 3 April 2023)

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ANNUAL REPORT 2024

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Michael Naylor

EXECUTIVE DIRECTOR

He was a founder and previous Executive Director of ASX-200 company Bellevue Gold Limited and previous Executive Director of Cygnus Metals. Michael is currently a Non-Executive Director of Bellevue Gold Limited and Cygnus Metals Ltd.

Mr Naylor has over 27 years’ experience in corporate advisory and public company management since commencing his career and qualifying as a chartered accountant with Ernst & Young. Michael has been involved in the financial management of mineral and resources focused public companies serving on the board and in the executive management team focusing on advancing and developing mineral resource assets and business development.

Mr Naylor has been a Non-Executive Director of the Company since 30 November 2018 and was appointed as Executive Director on 20 October 2023 after the successful

acquisition of the Green Bay Copper-Gold Project.

Mr Naylor has worked in Australia and Canada and has extensive experience in financial reporting, capital raisings, debt financings and treasury management of resource companies.

Mr Naylor holds a Bachelor of Commerce degree.

PAST LISTED DIRECTORSHIPS (3YRS):

DIRECTOR SINCE

CURRENT LISTED DIRECTORSHIPS:

  - Midas Minerals Ltd
  • Bellevue Gold Ltd (Appointed 24 July 2018)

  • 30 November 2018

    • (7 September 2021 to 28 August 2024)
  • Bellavista Resources Limited (7 March 2023 to 28 August 2024)

  • Cygnus Metals Ltd (Appointed 25 May 2022)

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Jessie Liu-Ernsting

INDEPENDENT NON-EXECUTIVE DIRECTOR

& Developers Association of Canada (PDAC).

Ms Liu-Ernsting is an accomplished executive and professional engineer with nearly 20 years of experience in the natural resources industry. She has previously held senior technical, financial and strategic positions at G Mining Ventures Corp. (TSX:GMIN), Hudbay Minerals Inc (NYSE:HBM), and Resource Capital Funds.

Ms Liu-Ernsting is a 2021 CIM Bedford Canadian Mining Young Leader Award recipient and holds an MBA from the Schulich School of Business with specializations in Mining, Finance and Strategy, and an Electrical Engineering degree from Queen’s University.

She has ten years of non-profit board and committee experience, and over three years of corporate board audit, compensation, technical and special committees experience, and is currently a director of the Prospectors

Ms Liu-Ernsting is a professional engineer and an active Canadian Institute of Mining, Metallurgy and Petroleum (CIM) member and volunteer.

PAST LISTED DIRECTORSHIPS (3YRS):

DIRECTOR SINCE

CURRENT LISTED DIRECTORSHIPS:

  • Aston Bay Holdings Ltd (Appointed 10 March 2021)

  • Churchill Resources Inc (6 June 2022 to 18 March 2024)

  • 19 March 2024

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ANNUAL REPORT 2024

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Renée Roberts

INDEPENDENT NON-EXECUTIVE DIRECTOR

Ms Roberts has more than 30 years’ experience in financial services, having previously held C-Suite roles at large corporations including National Australia Bank, QBE, Bank of New Zealand and the Australian Prudential Regulatory Authority.

strategy development and execution.

She is currently a Director of Collingwood Football Club and Chair of the Club’s Risk and Integrity Committee.

Ms Roberts holds a Master of Applied Finance and Bachelor of Business and studied the advanced management program at Harvard Business School.

Ms Roberts has considerable experience in risk management, financial services, governance, regulation, transformation, technology and digitisation, business growth and efficiency, strategic leadership, operations,

  • PAST LISTED DIRECTORSHIPS (3YRS): • N/A

DIRECTOR SINCE

CURRENT LISTED DIRECTORSHIPS:

  • N/A

  • 23 July 2024

Officers’ Details

Darren Cooke

CHIEF EXECUTIVE DIRECTOR

Darren is a geologist with 26 years’ experience having previously held senior positions in global majors including Barrick Gold, Newmont and Northern Star Resources.

Darren has had extensive gold industry experience in Australia and North America spanning regional and near mine exploration, operational geology, long-term planning and corporate development.

He has a strong track record of discovery and delivering Resource growth during his time working at world-class deposits such as the Golden Mile Kalgoorlie (KCGM),

Chen Sun

CHIEF FINANCIAL OFFICER

Ms Sun is a strategic CFO with over 15 years’ experience in stewarding business growth and overseeing accounting, corporate finance and financial management functions in the resources industry. Before joining FireFly, Chen was CFO for the former ASX-listed nickel producer Mincor Resources NL, a position she held for 7 years until the company was taken over by Wyloo Consolidated Investments Pty Ltd in 2023.

Chen was an instrumental part of the Mincor leadership team which saw that company’s successful return to the ranks of Australian nickel producers. She was involved

Maddison Cramer

COMPANY SECRETARY

Ms Cramer is a corporate lawyer with a focus on mining and resources and a professional Company Secretary.

Ms Cramer is a co-founder of boutique corporate services business Belltree Corporate and is currently company secretary of a number of ASX-listed mining and resource companies.

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Callie (Newmont), Kundana, Kanowna Belle (Northern Star / Barrick) and the Pogo deposit in Alaska (Northern Star).

Darren spent 6 years as part of the Business Development team at Northern Star Resources that completed significant M&A transactions that have seen the company transform from a junior into a global gold company.

Darren joined FireFly in February 2021 as Chief Operating Officer and was appointed Chief Executive Officer on 6 June 2022.

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in offtake agreement negotiations, feasibility studies, project development, mergers and acquisitions, and capital raisings, and managed the company’s financing activities. Prior to this, Chen held several senior roles at Mincor, where she built the finance function and developed the financial systems and processes, with a focus on control and process improvements.

Ms Sun holds a Bachelor of Commerce from Curtin University and is a member of the CPA Australia and the Australian Institute of Company Directors.

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Ms Cramer is a former Company Secretary of Bellevue Gold Limited (ASX:BGL) (then ASX300) and prior to this, she was an Associate at Bellanhouse Legal and HWL Ebsworth Lawyers.

Ms Cramer specialises in corporate and commercial transactions, including capital raisings, IPOs and backdoor listings, and corporate governance issues.

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ANNUAL REPORT 2024

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Meetings of directors

During FY24, the following meetings of Directors were held:

Director Full Board Board Board
Attended Held
Kevin Tomlinson 12 12
Stephen Parsons
Michael Naylor
Jessie Liu-Ernsting
Raymond Shorrocks
12
12
2
10
12
12
2
10

Held: represents the number of meetings held during the time the director held office.

Principal Activities

The principal activities of the Group during the year consisted of mineral exploration and evaluation at the Green Bay Copper-Gold Project in Newfoundland and Labrador, Canada, the Pickle Crow Gold Project in Ontario, Canada and the Limestone Well Vanadium-Titanium Project in Western Australia.

Operations and Financial Review

The information reported in this operating and financial review should be read in conjunction with the Review of Operations on pages 8 to 19.

OPERATIONS

GREEN BAY PROJECT

In October 2023, the Company announced the completion of the acquisition of all shares in Rambler Metals and Mining Canada Limited and 1948565 Ontario Inc ( Acquisition ). As a result of the Acquisition, the Company owns 100% of the Green Bay Copper-Gold Project ( Green Bay Project ), located on the Baie Verte peninsula of north-east Newfoundland, Canada.

Following completion of the Acquisition, Firefly embarked on its strategy to rapidly increase the current NI 43-101 Resource of 39.2Mt @ 2.1% for 811,000t CuEq with resource drilling and mining of the underground drill drive at Green Bay Project. See further details in the Review of Operations and Annual Mineral Resource Statement.

PICKLE CROW PROJECT

During FY24, the Company’s focus has been on the integration of the Green Bay Project. The Company has initiated a strategic review with respect to the Company’s 70% interest in the high-grade Pickle Crow Gold Project ( Strategic Review ). The objective of the Strategic Review is to evaluate options to maximise value for shareholders whilst also allowing the Company to focus on progressing the Green Bay Project. Investors are cautioned that there is no guarantee that the Strategic Review will result in the divestment of the Pickle Crow Gold Project and the Company will keep the market updated in accordance with its continuous disclosure obligations.

Corporate

Financial results for the year

The Group’s cash position as at 30 June 2024 was $37,818,000 (2023: $6,016,000), with a market capitalisation approximately of $358,000,000.

The Group’s consolidated net loss after income tax for the year ended 30 June 2024 was $22,450,000 (2023: $3,478,000). The loss included the following items:

  • Employees benefits expense of $2.5 million (2023: $1.4 million).

  • Share-based payment expense of $9.8 million (2023: $0.2 million).

  • Due-diligence costs and other transaction costs of $4.2 million (2023: $0.2 million).

  • Other mill and mine costs of $1.6 million (2023: nil).

  • Income tax benefit of $1.4 million (2023: nil).

The Group’s total assets were $249,012,000 (2023: $85,899,000).

The Directors’ view is that the Company and the Group are operating as a going concern.

Capital Raisings

In October 2023, the Company completed a highly successful, fully underwritten two-tranche share placement to raise A$55 million at an issue price of 37.5 cents post-consolidation (2.5 cents pre-consolidation) per fully paid ordinary share ( Placement ).

The FireFly Board, management and key consultants subscribed for approximately A$5.1 million of the Placement. The proceeds from the Placement were used, inter alia, to fund the Acquisition, exploration and development activities at the Green Bay Project and general working capital.

In conjunction with the Placement, the Company successfully completed a Share Purchase Plan ( SPP ) and raised A$5.0 million at the same issue price per share as the Placement. A total of 160,000,025 (postconsolidation) fully paid ordinary shares were issued

under the Placement and SPP.

In March 2024, the Company completed a A$52 million equity raising via a charity flow-through offering, traditional flow-through offering and two-tranche institutional placement ( Equity Raising ). A total of 81,452,759 fully paid ordinary shares ( New Shares ) at an average price of A$0.64 each were issued to institutional, professional and sophisticated investors under the Equity Raising.

The proceeds from the placement are being used to accelerate drilling with the aim of rapidly growing the Resource at the Green Bay Project. The funds raised from the Equity Raising have and will also be used for phase two of the underground drill drive and development (1,200m extension) at the Green Bay Project; step-out

Resource growth and discovery exploration at the Green Bay Project; upscaled engineering studies; costs of the Equity Raising; and working capital. The funds allowed the Company to grow the drill program from the original planned 40,000m to an expanded 100,000m of drilling to underpin additional Resource growth at the Green Bay Project.

Material Business Risks

The material business risks of the Company include:

Operating risk

There are significant risks in developing a mine and there is no guarantee that the Company will be able to achieve economic production from any of its projects. In addition, the operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits, failure to achieve predicted grades in exploration and mining, operational and technical difficulties encountered in mining, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated metallurgical problems which may affect extraction costs, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Share Consolidation

FireFly received shareholder approval for a consolidation of capital on a 15 to 1 basis ( Consolidation ) at the Company’s Annual General Meeting on 23 November 2023. The Consolidation was completed on 7 December 2023.

Board and Management Changes

On 31 August 2023, the Company announced that its executive team would be boosted with the appointment of Mr Stephen Parsons as Managing Director and Mr Michael Naylor as Executive Director. The appointments were subject to shareholder approval of the Acquisition, which was received on 11 October 2023, and took effect on 20 October 2023 with the completion of the Acquisition.

Future capital risk

The Company is loss making and will not generate any operating revenue from the Green Bay Project unless and until it successfully re-commences commercial operations at the Green Bay Project and/or commercial production commences from the Pickle Crow Gold Project. The future capital requirements of the Company will depend on many factors including its business development activities. The Company will require additional funding in the future in order to fund its business development activities, exploration program and other Company objectives.

In addition, highly-experienced resources executive Mr David Southam was appointed in September 2023 as an advisor to the Board to assist with potential offtake and funding arrangements related to the Green Bay Project.

On 19 March 2024, the Company made further changes to the Board of Directors. These updates were made to help ensure FireFly has the team to capitalise on its rapidly growing opportunity.

The changes were as follows:

Minerals and Currency Price Volatility Risk

  • Highly experienced resources Director Kevin Tomlinson appointed Non-Executive Chair.

If the Company achieves success leading to mineral • Engineer and resources executive Jessie Liuproduction, the revenue it will derive through the sale of Ernsting appointed Non-Executive Director. commodities may expose the potential income of the • Raymond Shorrocks resigned as Chairman and Company to commodity price and exchange rate risks. Non-Executive Director. The price of gold, copper and other base metals fluctuate and are affected by numerous factors beyond the control Mr Tomlinson and Ms Liu-Ernsting are both North American of the Company. Furthermore, international prices of technical and finance specialists and are Independent various commodities are denominated in United States dollars, whereas the income and expenditure of the Furthermore, Chief Financial Officer and Joint Company Company are and will be taken into account in Canadian and Australian currency, exposing the Company to the Secretary William Nguyen resigned effective 29 April 2024 in order to pursue other career opportunities. The fluctuations and volatility of the rate of exchange between the United States dollar and the Canadian and Australian Company announced on 29 April 2024 that highlydollars as determined in international markets.

Mr Tomlinson and Ms Liu-Ernsting are both North American technical and finance specialists and are Independent Directors of FireFly.

Furthermore, Chief Financial Officer and Joint Company Secretary William Nguyen resigned effective 29 April 2024 in order to pursue other career opportunities. The Company announced on 29 April 2024 that highlyexperienced resource finance executive Ms Chen Sun replaced Mr Nguyen as Chief Financial Officer, effective on that date.

Exploration and Development Risk

Mineral exploration and development are highrisk undertakings. There can be no assurance that exploration and development will result in the discovery of further mineral deposits. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited. Mineral exploration and development involve substantial expenses related to locating and establishing mineral reserves, developing metallurgical processes, and operating mining and processing facilities at a particular site.

Name Change to FireFly Metals Ltd

On 27 November 2023, the Company changed its name from AuTECO Minerals Limited to FireFly Metals Ltd. The Company commenced trading under its new name and ASX Code (ASX: FFM) on 14 December 2023.

FireFly Metals Ltd also unveiled new branding, including an updated website: www.fireflymetals.com.au

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ANNUAL REPORT 2024

Until a deposit is actually mined and processed, the quantity of mineral resources and grades must be considered as estimates only, and are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry best practices.

The future exploration and development activities of the Company may be affected by a range of factors, including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title and first nation process, changing government regulations and many other factors beyond the control of the Company.

Resource estimation risk

There is inherent uncertainty with mineral resource estimates. In addition, there is no guarantee that inferred mineral resource estimates can successfully be converted to indicated or measured mineral resource estimates to allow potential reserve estimates. There remains risk, regardless of JORC Code or other status, with actual mining performance against any resource or reserve estimate.

The Green Bay Project includes a Canadian National Instrument 43-101 compliant mineral resource estimate ( Foreign Estimate ). Investors are cautioned that:

  • (i) the Foreign Estimate is a foreign estimate and is not reported in accordance with the JORC Code;

  • (ii) a competent person has not done sufficient work to classify the foreign estimate as a mineral resource in accordance with the JORC Code; and

  • (iii) it is uncertain that following evaluation and/or further exploration work that the Foreign Estimate will be able to be reported in accordance with the JORC Code.

The Company first disclosed the Foreign Estimate in the market release on 31 August 2023. The Company is not in possession of any new information or data relating to the Foreign Estimate that materially impacts the reliability of the Foreign Estimate or the Company’s ability to verify the Foreign Estimate in accordance with the JORC Code. The information contained in the initial market announcement continues to apply and has not materially changed.

First Nations Risk

The Company’s Projects may now or in the future be the subject of First Nations land claims. The legal nature of First Nations land claims is a matter of considerable complexity. The impact of any such claim on the Company’s material interests in its Projects cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of First Nations rights in the areas in which the Company’s Projects are located, by way of negotiated settlements or judicial pronouncements, would not have an adverse effect on the Company’s activities. Even in the absence of such recognition, the Company may at some point be required to negotiate with and seek the approval of holders of First Nations interests in order to facilitate exploration and development work on the Company’s mineral properties, and there is no assurance that the Company will be able

to establish practical working relationships with the First Nations in the area which would allow it to ultimately develop the Company’s mineral properties.

Environmental and safety risks

The Company’s mineral activities are subject to various laws governing exploration, development, production, taxes, labour standards and occupational health, mine safety, environmental protection, toxic substances, land use, water use and other matters. Failure to comply with applicable laws and regulations may result in civil, administrative, environmental, or criminal fines, penalties, or enforcement actions, including orders issued by regulatory authorities curtailing the Company’s operations or requiring corrective measures, any of which could result in the Company incurring substantial expenditures.

Pursuant to Canadian environmental laws, one of the Company’s Canadian subsidiaries has been required to contribute C$4,497,832 as term deposits ( Restricted Cash ) in respect of a rehabilitation guarantee pertaining to the Green Bay Project. While the Company will receive the indirect benefit of this existing Restricted Cash, there is a risk that some or all of this amount may be required to rectify environmental liabilities or that legislative changes may require the Restricted Cash be increased from time to time.

Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. Site safety and occupational health and safety outcomes are critical elements in the reputation of the Company, and the Company has a strong commitment to achieving safe performance on site. The occurrence of any such serious safety or environmental incident could delay development or production, increase costs and impact on the Company’s reputation. Additionally, failure to comply with applicable regulations or requirements may result in significant liabilities, suspension of operations and increased costs.

The Company is well aware of its environmental and safety obligations across its operational activities in Canada and Australia where there are various environmental and safety requirements that it must adhere to and continues to monitor compliance.

No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, development, or mining operations.

Climate change or prolonged periods of adverse weather and climatic conditions (including rising sea levels, floods, hail, drought, water, scarcity, temperature extremes, frosts, earthquakes and pestilences) may have an adverse effect on the Company’s ability to access its Projects and therefore the Company’s ability to carry out operations. Changes in policy, technological innovation and consumer or investor preferences could adversely impact the Company’s business strategy, particularly in the event of a transition (which may occur in unpredictable ways) to a lower-carbon economy.

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Unforeseen expenditure risk

Shares issued on the exercise of options

The Company’s cost estimates and financial forecasts include appropriate provisions for material risks and uncertainties and are considered to be fit for purpose for the proposed activities of the Company. If risks and uncertainties prove to be greater than expected, or if new currently unforeseen material risks and uncertainties arise, the expenditure proposals of the Company are likely to be adversely affected.

The following ordinary shares of FireFly Metals Ltd were issued during the year ended 30 June 2024 and up to the date of this report on the exercise of options on a postconsolidation basis:

currently unforeseen material risks and uncertainties
arise, the expenditure proposals of the Company are
likely to be adversely affected.
Dividends
There were no dividends paid, recommended or declared
during the current or previous fnancial year.
Date options
granted
Exercise price
Number of
shares issued
23/01/2020
$0.1500
866,668
09/03/2020
$0.1500
7,600,000
8,466,668

Shares issued on the exercise of performance

Shares under option

rights

Unissued ordinary shares of the Company under option at the date of this report on a post consolidation basis are as follows:

The following ordinary shares of FireFly Metals Ltd were issued during the year ended 30 June 2024 and up to the date of this report on the exercise of performance rights granted on a post-consolidation basis:

Grant date
23/01/2020
Expiry date
23/01/2025
Exercise price
$0.150
Number
under option
1,466,667
Date performance
rightsgranted
11 October 2023
Exercise
price
$0.0000
Number of
shares issued
2,800,000

No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company or of any other body corporate.

Matters subsequent to the end of the

financial year

On 23 July 2024, highly experienced financial executive Renée Roberts joined the Company as Independent NonExecutive Director.

Shares under performance rights

Unissued ordinary shares of the Company under performance rights at the date of this report are as follows:

No other matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years.

Grant date
30/04/2021
01/03/2021
Expiry date
14/04/2026
03/05/2026
Number under rights
1,000,000
33,334
01/05/2021
18/10/2021
22/06/2022
16/12/2022
16/12/2022
18/04/2023
03/05/2026
04/11/2026
22/06/2027
22/06/2027
30/07/2027
30/06/2026
20,000
33,334
183,334
66,668
300,001
316,937
20/06/2023 20/06/2028 40,000
11/10/2023 20/10/2028 13,520,000
23/11/2023
17/09/2023
22/02/2024
15/12/2028
20/10/2028
31/01/2029
6,666,666
1,333,334
8,133,341
10/04/2024
29/04/2024
31/01/2029
31/01/2029
933,335
833,335
33,413,619

Likely developments and expected results of operations

The Company will continue to advance the exploration and evaluation of the Green Bay Project and regional areas, and progress with the strategic review of the Pickle Crow Project.

Environmental regulation

The Company is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all regulations when carrying out any exploration work.

The Directors believe that the Company has adequate systems in place for environmental management and are not aware of any breach of environmental requirements as they apply to the Company.

Indemnity and insurance of officers

The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.

No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate in any share issue of the Company or of any other body corporate.

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ANNUAL REPORT 2024

During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001 (Cth) ( Corporations Act ) . The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

Indemnity and insurance of auditor

The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.

During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the

Company or any related entity.

Significant changes in the state of affairs

Other than matters referred to in the review of operations, there were no significant changes in the state of affairs of

the Group during the financial year.

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Remuneration Report (Audited)

Remuneration Report Overview

This Remuneration Report, which forms part of the Directors’ Report, sets out information on the remuneration of the Key Management Personnel ( KMP ) of the Company for the financial year ended 30 June 2024. The information in this report has been prepared in accordance with section 300A of the Corporations Act 2001 (Cth) ( Corporations Act ) and has been audited as required by section 308(3C) of the Corporations Act.

Key Management Personnel

The Remuneration Report details the remuneration arrangements for KMP who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

The table below sets out the KMP of the Group and their movements for FY24:

Proceedings on behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

Corporate governance

The Directors of FireFly are responsible for the corporate governance of the Company and have applied ASX Corporate Governance Principles in a manner that is appropriate to the Company’s circumstances. The Company’s corporate governance statement is available on the Company’s website at www.frefymetals.com.au.

Non-audit services

Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 32 to the financial statements.

The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act.

The directors are of the opinion that the services as disclosed in note 32 to the financial statements do not compromise the external auditor’s independence requirements of the Corporations Act for the following reasons:

  • all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and

  • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

Auditor’s independence declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act is set out immediately after this directors’ report.

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Name Position Term as KMP
Non-Executive Directors
Kevin Tomlinson
Jessie Liu-Ernsting
Non-Executive Chair1
Non-Executive Director
Full fnancialyear
Appointed 19 March 2024
Raymond Shorrocks Non-Executive Chair Resigned 19 March 2024
Executive Directors
Stephen Parsons
Michael Naylor
ManagingDirector2
Executive Director3
Full fnancialyear
Full fnancialyear
Key Management Personnel
Darren Cooke
(Executives)
Chief Executive Offcer
Full fnancialyear
Chen Sun Chief Financial Offcer Appointed 29 April 2024
William Nguyen Chief Financial Offcer & Joint
CompanySecretary
Resigned 29 April 2024
  1. Mr Tomlinson transitioned from Non-Executive Director to Non-Executive Chair on 19 March 2024.

  2. Mr Parsons transitioned from Non-Executive Director to Managing Director on 20 October 2023.

  3. Mr Naylor transitioned from Non-Executive Director to Executive Director on 20 October 2023.

Additional KMP from FY25

Ms Renée Roberts was appointed as Non-Executive Director for the Company, effective 23 July 2024.

There were no further changes to KMP after the reporting date and before the date the financial report was authorised for issue.

Voting and comments made at the Company’s 2023 Annual General Meeting

At the 23 November 2023 AGM, 99.56% of the valid votes received supported the adoption of the remuneration report for the year ended 30 June 2023. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.

Remuneration Policy

The Board recognises that the Company’s performance and ultimate success in project delivery depends very much on its ability to attract and retain highly skilled, qualified, and motivated people in an increasingly competitive remuneration market. At the same time, remuneration practices must be transparent to shareholders, and fair and competitive, taking into account the nature, complexity and size of the organisation and its current stage of activities.

The approach to remuneration has been structured with the following objectives:

  • to attract and retain a highly skilled executive team who are motivated, have a proven track record, and are rewarded for successfully delivering the short and long-term objectives of the Company, including successful project delivery and sustained shareholder value;

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ANNUAL REPORT 2024

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  • to link remuneration with performance, based on long-term objectives and sustained shareholder return, as well as critical short-term objectives which are aligned with the Group’s business strategy;

  • to set clear goals and reward performance for successful project development in a way which is sustainable, including in respect of health and safety, environment, and community-based objectives;

  • to be fair and competitive against the market;

  • to preserve cash where necessary, by having the flexibility to attract, reward or remunerate executives with an appropriate mix of equity-based incentives;

  • to reward individual performance and Group performance, thus promoting a balance of individual performance and teamwork across the executive management team and the organisation; and

  • to have flexibility in the mix of remuneration, including offering a balance of conservative long-term incentive instruments, such as options and performance rights, to ensure executives are rewarded for their efforts, but also share in the upside of the Group’s growth and are not adversely affected by tax consequences.

  • Reviews and recommends to the Board proposed remuneration (including incentive awards, equity awards and service contracts) of each Executive Director and Executives;

  • Oversees induction of new Non-Executive Directors; and

  • Is accountable to the Board, which retains ultimate responsibility for the Company’s activities. The NRC has no decision-making authority unless delegated by the Board from time to time.

Managing Director

  • Makes recommendations to the NRC regarding the KMP such as:

  • Incentive targets and outcomes;

  • STI and LTI plans; and

  • Individual remuneration and contractual arrangements for executives.

External Advisors

Remuneration Governance

During the 2024 financial year, FireFly experienced rapid growth through the acquisition of the Company’s Green Bay Project and subsequent capital raisings. As a result, the Company has gained a strong institutional shareholder base and a market capitalisation of approximately $358 million at 30 June 2024.

As part of Firefly’s evolution as a company, the Directors have decided to implement a higher standard of governance and made a number of changes to enhance governance and independence including:

  • Enhancing the composition of the Board, with respect to independence and the diversity of gender, skills and experience;

  • Enhancing the structure and function of the Board, through the establishment of key Board committees, namely our Audit and Risk Management Committee and Nomination and Remuneration Committee (post 30 June 2024); and

  • Implementing a future remuneration framework that meets the key governance requirements and is fit-forpurpose as the Company looks to evolve from an explorer into a developer.

The Nomination and Remuneration Committee ( NRC ) was established on 19 August 2024 and is responsible for making recommendations to the Board on remuneration arrangements for Non-Executive Directors, Executive Directors and Executives. Executive remuneration is reviewed annually, taking into consideration not only benchmarking data, but also factors such as the surrounding market conditions and sentiment, the Company’s growth trajectory, strategic objectives, competency and skillset of individuals, scarcity of talent, changes in role complexities, and geographical spread of the Company. The NRC is also tasked with determining and setting performance targets, as well as the performance and outcomes against these targets.

The composition of the NRC is set out below. Further information on the Committee’s role, responsibilities and - - - - membership can be seen at https://frefymetals.com.au/wp content/uploads/2024/08/240815 Nomination and - - - Remuneration Committee Charter FINAL.pdf

Members acting on the Committee of the Board are:

  • Renée Roberts (appointed 19 August 2024) Independent Committee Chair

  • Jessie Liu-Ernsting (appointed 19 August 2024) Independent Committee Member

  • Kevin Tomlinson (appointed 19 August 2024) Independent Committee Member

Prior to 19 August 2024 and the formation of the NRC, the responsibilities of the NRC were managed by the Board.

The roles and responsibilities of our Board, NRC, Executives and external advisors in relation to remuneration for KMP and employees at FireFly are outlined below:

Board

  • Maintains overall responsibility for overseeing the remuneration strategy and policy, and the principles and processes that underpin it.

  • Reviews and, as appropriate, approves recommendations from the NRC.

Nomination and Remuneration Committee

  • Assists the Board in satisfying its responsibilities to the Company’s shareholders, by reviewing and recommending for approval the remuneration policies for Non-Executive Directors, Executives Directors and other Executives;

  • Reviews and recommends to the Board proposed remuneration, including Non-Executive Director remuneration within the Aggregate Fee Limit as approved by shareholders;

  • The Company may engage external advisors whether directly by the NRC, or through management.

  • External advisors provide independent information and/or recommendations relevant to remunerationrelated issues, including benchmarking and market data.

In June 2024, the Company engaged the services of remuneration consultant, Remsmart Consulting Services Pty Ltd ( Remsmart ) to undertake remuneration benchmarking of KMP and to assist with preparation of an appropriate remuneration structure for FY25 including equity incentives. Though the Remsmart engagement relates to FY25, the total amount of fees paid during FY24 was $39,500.

The remuneration data was provided to the Board as input into decision making for FY25. The work completed did not constitute a remuneration recommendation in accordance with the Corporations Act.

Link between performance and remuneration outcomes

The graph below shows the share price performance for the year ended 30 June 2024.

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The diagram below shows total shareholder returns and milestones that resulted in rapid growth for FireFly for the year ended 30 June 2024:

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ANNUAL REPORT 2024

The Company’s performance and its impact on shareholder wealth for FY24 and the previous four financial years are summarised below:


summarised below:
2024 2023 2022 2021 2020
Share Price as at 30 June ($)
(adjusted for effect of share
consolidation)

0.75
0.36 0.65 1.20 2.40
Share Price Increase/(Decrease) 107% (44%) (46%) (50%) 3,100%
Market Capitalisation ($) 358,127,432 55,508,071 88,893,993 133,374,315 213,720,058
Foreign Mineral Resources
(Green Bay Project)
811kt CuEq
@2.1% from
39.2Mt


-
- - -
Mineral Resource Increases
(Green BayProject) 100% - - - -
Inferred Mineral Resources1 2.8 Moz
2.8 Moz

2.23 Moz

1.71 Moz

0.83 Moz
(Pickle Crow Project) @ 7.2g/t gold
from 11.9Mt

@ 7.2g/t gold
from 11.9Mt

@ 7.8g/t gold
from 8.9Mt

@ 8.1g/t gold
from 6.6Mt

@ 11.6g/t gold
from 2.3Mt
Mineral Resource Increase
(Pickle Crow Project)
- 24% 30% 106% Nil
(Loss) after tax ($) (22,450,000) (3,477,568) (3,164,052) (3,365,324) (7,653,203)
  1. Please refer to page 20 of the Annual Report for further information regarding the current Inferred Mineral Resources at the Pickle Crow Project. For previously reported Inferred Mineral Resources at the Pickle Crow Project, refer to the Company’s ASX announcements dated 29 June 2020, 15 July 2021, and 15 February 2022.

FY24 KMP Changes

The acquisition of the Green Bay Project and subsequent rapid growth in FireFly has required the Company to expand the Executive team in FY24, which was demonstrated by the appointments of three new Executive KMP – Stephen Parsons in the role of Managing Director, Michael Naylor as Executive Director, and Chen Sun as Chief Financial Officer. The Board believes that the Company’s current remuneration framework had an instrumental impact in attracting them to join the executive team which facilitated the acquisition of the Green Bay Copper-Gold Project and funding for the Company.

In particular, Mr Parsons and Mr Naylor played a pivotal role in creating and funding the Green Bay Copper-Gold opportunity. The appointment of Mr Parsons and Mr Naylor to these pivotal roles was underpinned by several key reasons:

  • (a) Proven Track Record: They have a track record and are a critical factor due to their ability to achieve measurable results through strategic planning, effective decision-making, and strong leadership skills. Mr Parsons and Mr Naylor have a successful track record, including their roles as Managing Director and Executive Director of Bellevue Gold Limited, respectively, which under their leadership evolved from an explorer and project development company with a market capitalisation of $300 million in 2019 to a significant gold producer in 2023/24 with a market capitalisation of $2.2 billion (June 2024).

  • (b) Experience and Expertise: Their accumulation of industry-specific experience and extensive knowledge allows them to make informed decisions, leverage resources effectively, and further develop strong partnerships with other stakeholders within their respective industries. Their ability to translate their expertise into tangible results will also further contribute to and continue FireFly’s growth.

  • (c) Reputation and Credibility: By hiring experienced executives like Stephen Parsons and Michael Naylor, FireFly enhances its reputation as an employer that attracts top talent. The move signals confidence in the Company’s vision, goals, and growth prospects – attributes highly valued by investors and stakeholders alike as evidenced by the Company’s FY24 capital raisings as well as a growing institutional share register.

The Board determined that at this critical time in the Company’s development, it is vital to secure the skills and industry experience of Mr Parsons and Mr Naylor, particularly in light of an extremely tight Western Australian labour market for our industry. Over two decades, both Directors have created shareholder value over the short, medium and longterm (such as the aforementioned success of Bellevue Gold Ltd from junior explorer to gold producer on the ASX200).

Chief Financial Officer, Chen Sun was appointed in April 2024 and previously played an instrumental part of the leadership team at Mincor Resources NL, that saw the company’s successful return to the ranks of Australian nickel producers. She was involved in offtake agreement negotiations, feasibility studies, project development, mergers and acquisitions, and capital raisings, and managed the company’s financing activities. Prior to this, Ms Sun held several senior roles at Mincor, where she built the finance function and developed the financial systems and processes, with a focus on control and process improvements.

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Refer to the Company’s website, https://fireflymetals.com.au/board-and-management-team/ for details of all our highly credentialed KMP.

Remuneration Framework – Executive KMP

The Company’s remuneration policy for executive KMP is designed to promote performance and long-term commitment to the Company. In considering the Company’s performance in relation to the remuneration policy, due regard is given to shareholder wealth creation, including movements in the market value of the Company’s shares. Executive KMP comprise executive directors and senior executives of the Company.

Remuneration Mix

To achieve the objectives of the remuneration policy, as set out above, the remuneration structure of Executive KMP provides for fixed and variable pay, comprised of:

  • total fixed remuneration, inclusive of base pay and superannuation;

  • short-term incentives; and

  • performance-based long-term incentives.

The breakdown shown in the graphs below is the maximum potential fixed and at risk STI & LTI remuneration based on FY24 remuneration opportunities:

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ANNUAL REPORT 2024

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Elements of Remuneration

Total Fixed Remuneration (TFR)

TFR comprises base salary and superannuation. TFR is set by the Board each year and is based on market relativity and individual performance. In setting fixed remuneration for Executives, individual performance, skills, expertise, and experience are also considered to determine where the Executive’s remuneration should sit within the market range. Where appropriate, external remuneration consultants will be engaged to assist the Board to ensure that fixed remuneration is set to be consistent with market practices for similar roles. TFR for Executive KMP is reviewed annually to ensure each Executive’s remuneration remains fair and competitive. There is no guarantee that fixed remuneration will be increased in any service contracts for Executives.

The table below summarises the changes in TFR for KMP in FY24.

KMP FY23 TFR FY24 TFR Increase %
ManagingDirector1 - $199,800 N/A
Executive Director1 - $199,800 N/A
Chief Executive Offcer $346,500 $346,500 -
Chief Financial Offcer2 - $325,000 N/A
Chief Financial Offcer3 $276,250 $277,500 -
  1. Mr Parsons and Mr Naylor transitioned from Non-Executive Director to Managing Director and Executive Director, respectively, on 20 October 2023.

  2. Ms Sun was appointed Chief Financial Officer on 29 April 2024.

  3. Mr Nguyen resigned on 29 April 2024

TFR for Mr Parsons and Mr Naylor reflects that upon their appointment the Board considered that it was not feasible to remunerate them in a manner more aligned to market practice due to funding constraints. During this period, they accepted equity-based remuneration in place of TFR more comparable to similar roles.

Short-term incentives (STIs)

STIs may comprise a cash bonus, or a share-based payment. STIs are structured as performance-based remuneration which are linked to achievement of shorter-term performance targets or objectives over a period of twelve months. STI payments are approved at the discretion of the Board based on the achievement of Key Performance Indicators ( KPIs ) and paid out following Board determination after the end of the performance period. KPIs are set annually by the Board unless determined otherwise. Though rare, the Board also has the discretion to award one off STIs in recognition of significant one-off additional workload associated with unexpected events.

During FY24, the Company did not offer any structured KPI-based STIs to Executive KMP, instead the quantum of atrisk remuneration was on LTIs to focus Executive KMP on sustained value generation, in particular from the Green Bay Project. However, a once-off discretionary cash bonus of $35,000 (including superannuation) was paid to the Company’s Chief Executive Officer in FY24 in recognition of the significant additional workload associated with the due diligence and implementation of the acquisition of the Green Bay Project over an extended period of time. This additional workload was essential in securing and implementing the acquisition, directly resulting in shareholder value with the Company’s increased share price and market capitalisation. Given the modest STI and the requirement to pay close to half the value in income tax, it was appropriate to pay the STI in cash rather than equity. The STI was paid immediately following Board approval.

Long-term incentives (LTIs)

LTIs which may comprise shares, options and/or performance rights, are granted at the discretion of the Board, subject to obtaining relevant approvals if required, and vest on attainment of either retention and/or project or market performance hurdles. LTIs are granted under the FireFly Metals Ltd Employee Securities Incentive Plan ( ESIP or Plan ). The LTIs are designed to align the remuneration of Executive KMP with creation of sustained value for shareholders and provide a link between remuneration and the level of their performance and the performance of the Company.

During the financial year, Executive Directors were issued two types of LTIs under the ESIP: a once-off incentive linked to the acquisition of the Green Bay Project, focused on growth at the Project and associated sustained increase in share price, and an annual LTI incentive focused on executive-driven sustained share price growth. In determining the quantum, the Board sought to align total remuneration to organisations of a similar size, based on FireFly’s expected increase in market capitalisation to $200 million following the Green Bay acquisition. Additionally, the quantum of performance rights was intended to substitute a higher total fixed remuneration to align with similar executive director roles, as a prudent means of conserving available cash reserves at the time and to align with the shareholder value creation over the vesting period. This approach aligns with the Board’s philosophy of motivating executives to protect and grow shareholder value by emphasising at-risk equity remuneration, while ensuring that Executive Directors are remunerated competitively. Refer to page 37 of the Annual Report for information regarding the rationale behind the issue of the performance rights to the Executive Directors.

Director Performance Rights

At a General Meeting on 11 October 2023, shareholders voted in favour of issuing performance rights to Firefly’s Directors ( Director Performance Rights ) as a one-off incentive linked to the acquisition of the Green Bay Project under ASX Lisitng Rule 10.14. These Director Performance Rights were granted to Executive Directors Mr Parsons and Mr Naylor on the following terms:


the following terms:
Who is eligible
All directors (Executive and Non-Executive) at the time of the Green Bayacquisition.
How the award is
delivered


The one-off award is in the form of Performance Rights. The Performance Rights, being
over ordinary fully paid shares, were issued for no consideration and carry neither rights to
dividends nor voting.
Performance Period


There is no performance period, however the Board considers the milestones, if reached, will
deliver signifcant long-term shareholder value and at the time they were issued, were likely
to take a fewyears to achieve.
Quantum of
the award and
allocation -


The Board determined to set TFR component of the Executive Directors’ total remuneration
packages lower with a higher proportion of equity, which increased the at-risk component of
remuneration whilst also conservingthe Company’s available cash.
Expiry date for the
Performance Rights
20 October 2028
Performance
conditions and
Vesting Scales








In determining the vesting conditions, the Board considered the delineation of JORC compliant
resources, as well as the achievement of sustained and substantial target increase in the
share price, are milestones that, if reached, would deliver signifcant benefts to Shareholders
and align Director rewards with Shareholder interests.
The Director Performance Rights will vest as follows:
Tranche K
The Company announcing a Joint Ore Reserves Committee (JORC) 2012 compliant Mineral
Resource with a minimum grade of at least 1.0% Copper Equivalent located within any of the
Company’s projects within Newfoundland as follows:
Mineral Resource
% of Performance Rights eligible for
vesting
Less than 40,000,000 tonnes
0%
At 40,000,000 tonnes
50%
At 42,500,000 tonnes
75%
At 45,000,000 tonnes
100%
Between the abovepoints
Pro-rata vesting
Tranche L
The Company announcing a Joint Ore Reserves Committee (JORC) 2012 compliant Mineral
Resource with a minimum grade of at least 1.0% Copper Equivalent located within any of the
Company’s projects within Newfoundland as follows:
Mineral Resource
% of Performance Rights eligible for
vesting
Less than 45,000,000 tonnes
0%
At 50,000,000 tonnes
50%
At 55,000,000 tonnes
75%
At 60,000,000 tonnes
100%
Between the abovepoints
Pro-rata vesting

43

42

ANNUAL REPORT 2024

==> picture [60 x 18] intentionally omitted <==

Tranche M

The share price of the Company’s Shares as traded on the ASX achieving a VWAP of $0.60 per Share or more over 20 consecutive trading days on which the Company’s Shares have actually traded (after 11 October 2023).

Where:

“Copper Equivalent” or “CuEq” means a formula used to convert grades of various metals in an intersection or sample to a single metal value by assigning a recoverable economic value for each component and expressing the results in the Copper metal present.

“VWAP” has the meaning given to the term ‘volume weighted average market price’ in the Listing Rules.

For the purposes of the Vesting Conditions of Tranche K and L, the Copper Equivalent value will be calculated based on the following formula: CuEq (%) = Cu(%) + 0.74112 Au (g/t) + 0.00876 Ag (g/t). This formula was derived based on a copper price of US$8,295/t, gold price of US$1,912/oz and silver price of US$22.59/oz. For the purpose of estimating an in-situ resource grade, no recovery factors have been applied.

What happens
in the event of a
If a Change of Control Event occurs (as defned in the Plan), or the Board determines that
such an event is likely to occur, any unvested Performance Rights will automatically vest.
change of control
Retesting There is no retesting of performance rights.
Malus/Clawback There are no malus or claw back provisions.
Provisions

The table below sets out the project-related Director Performance Rights granted during FY24 (on a post-consolidation basis):


basis):
Number of Performance Rights
Name Position Tranche K Tranche L Tranche M
Stephen Parsons ManagingDirector 2,800,000 2,800,000 2,800,000
Michael Naylor Executive Director 1,800,000 1,800,000 1,800,000
  • The number of Performance Rights (and hurdle price) were adjusted for the 15 to 1 consolidation of capital.

The Tranche M Director Performance Rights vested following FireFly Shares first achieving a VWAP of more than $0.60 per Share over 20 consecutive trading days on 25 March 2024 ($0.6034). As at the date of this report, the vesting conditions for the Tranche K and L Director Performance Rights have not yet been satisfied.

Executive Director FY24 LTI Performance Rights (Granted on Commencement as Executive Directors)

Following the transition into their executive roles, the Board determined that Mr Parsons and Mr Naylor be eligible for annual LTIs to incentivise them to drive significant share price growth and sustainable shareholder value by linking their remuneration to the Company’s Share price performance ( Director LTI Performance Rights ).

At the Annual General Meeting on 23 November 2023, shareholders voted in favour of approving the Director LTI Performance Rights for Executive Directors Mr Parsons and Mr Naylor under ASX Listing Rule 10.14 on the following terms:

Who is eligible Executive (other than Executive Directors who are responsible for setting the strategic direction for projects and functions for the Company.

How the award is The LTI award is in the form of Performance Rights. The Director LTI Performance Rights were delivered issued for no consideration and carry neither rights to dividends nor voting.

At the discretion of the Board, each LTI Performance Right, once vested, entitles the holder to receive cash to the value of one Share (calculated over the 20-trading day period immediately preceding the vesting date and paid within 2 months of the vesting notice) or subscribe for one Share.

Performance
Period
The Director LTI Performance Rights have a three-year performance period from issue (ie. 15
December 2023 to 15 December 2026). Even if the relevant performance condition below are
met within the three-year period, they will not vest for at least three years from grant date due
to the additional service period.
Any performance rights that do not vest will lapse after testing.
Quantum of
the award
and allocation
methodology used
In determining quantum, the Board sought to align total remuneration to organisations of a
similar size, based on the Company’s increase in market capitalisation to $200 million (at the
time), following the acquisition of the Green Bay Project. Additionally, the quantum of the LTI is
intended to substitute a higher TFR to align with similar executive Director roles, as a prudent
means of conserving available cash reserves and to align with the shareholder experience.
This approach aligns to the Board’s philosophy of motivating executives to protect and grow
shareholder value by emphasising at-risk equity remuneration, while ensuring Executive
Directors are remunerated competitively.
Expiry date for
the Performance
Rights
15 December 2028
Performance
conditions and
Vesting Scales
When determining the performance measure for these Director LTI Performance Rights, the
Board considered a number of alternatives, including various accounting/fnancial measures.
However, due to the Company’s current exploration and development phase, it is not currently
appropriate to evaluate the Company’s fnancial performance using EBITDA and other
proftability metrics. The Board also considered project-based milestone hurdles, however,
determined that the Director LTI Performance Rights should focus Executives on the delivery
of signifcant sustained share price growth following the acquisition of the Green Bay Project.
Also, given the Company currently does not pay dividends, a share price hurdle is the same as
a total shareholder return (TSR) measure.
The Director LTI Performance Rights will vest as follows:
Tranche N
The share price of the Company’s Shares as traded on the ASX achieving a VWAP of $1.05
per Share or more over 20 consecutive trading days on which the Company’s Shares have
actually traded (after 23 November 2023); and
The relevant Director remaining an offceholder, employee or consultant of the Company (or
a wholly-owned subsidiary of the Company) at all times up to and including 15 December
2026.
Tranche O
The share price of the Company’s Shares as traded on the ASX achieving a VWAP of $1.50
per Share or more over 20 consecutive trading days on which the Company’s Shares have
actually traded (after 23 November 2023); and
The relevant Director remaining an offceholder, employee or consultant of the Company (or
a wholly-owned subsidiary of the Company) at all times up to and including 15 December
2026.
Where: “VWAP” has the meaning given to the term ‘volume weighted average market price’
in the Listing Rules.
What happens
in the event of a
change of control
If a Change of Control Event occurs (as defned in the Plan), or the Board determines that such
an event is likely to occur, any unvested Performance Rights will automatically vest.
Retesting There is no retesting of performance rights.
Malus/Clawback
Provisions
There are no malus or claw back provisions.

45

44

ANNUAL REPORT 2024

==> picture [60 x 18] intentionally omitted <==

The table below sets out the Director LTI Performance Rights granted during FY24:

Number of Performance Rights Number of Performance Rights Number of Performance Rights
Name Position Tranche N Tranche O
Stephen Parsons ManagingDirector 2,000,000 2,000,000
Michael Naylor Executive Director 1,333,333 1,333,333

As at the date of this report, the VWAP vesting conditions for the Director LTI Performance Rights have not yet been satisfied. It should be noted that the Director LTI Performance Rights remain subject to the three-year service period in any event.

Other Executive KMP LTI Performance Rights

FireFly has stated that its focus is to significantly grow the Green Bay Copper Gold Project Resource to become a significant high-margin copper producer listed on the ASX. In particular, management’s focus and the majority of exploration expenditure will occur at the Ming Copper Gold Mine which forms part of the Green Bay Project. Therefore, the Board set Resource growth and Share price performance milestones for the next 36 months to align employee motivation and retention with the Company’s strategy ( KMP LTI Performance Rights ).

In order to continue attracting and motivating highly experienced and capable Executives at the Company’s current stage of exploration, the milestones for the LTI rights provide existing Executives with a clear line of sight and control of the Company’s strategy and operational benchmarks. Through the continued progress at the Ming Copper Gold Mine, the targets set represent challenging, but achievable progression for the Company. It is through the achievement of these milestones, and continued development of the Green Bay Project that Shareholder value will sustain growth best aligned with the growth of the Company.

Who is eligible Executives (other than Executive Directors) who are responsible for setting the strategic
direction forprojects and functions for the Company.
How the award is
delivered
The LTI award is in the form of Performance Rights. The KMP LTI Performance Rights, being
over ordinary fully paid shares, were issued for no consideration and carry neither rights to
dividends nor voting.
Performance
Period
The KMP LTI Performance Rights generally have a three-year performance period (ie. from
grant to 31 January 2027). Even if the relevant performance conditions below are met, they will
not vest for at least three years due to the additional service period.
For the CEO, the Performance Period is from 1 February 2024 to 31 January 2027.
For the CFO, the Performance Period is from 1 May 2024 to 31 January 2027. The performance
period is slightly less than a three-year period as the terms were negotiated in the Executive
Services Contract which commenced in April 2024.
Any performance rights that do not vest will lapse after testing.
Quantum of
the award
and allocation
methodology used
Executives have a maximum LTI opportunity of between 388% to 176% of Fixed Remuneration.
Expiry date for
the Performance
Rights
31 January 2029

Performance conditions and Vesting Scales

The KMP LTI Performance Rights will vest on satisfaction of the conditions ( vesting conditions ) as follows:

Tranche T and Z

The Company announcing a Mineral Resource Estimate with a minimum grade of at least 1.0% CuEq at the Ming Mine on or before 31 January 2027 as follows:

==> picture [421 x 23] intentionally omitted <==

----- Start of picture text -----

Mineral Resource % of Performance Rights eligible for vesting
----- End of picture text -----

Less than 40,000,000 tonnes 0%
At 40,000,000 tonnes 50%
At 42,500,000 tonnes 75%
At 45,000,000+ tonnes
Between the abovepoints
100%
Pro-rata vesting

The relevant participant remaining an officeholder, employee or consultant of the Company (or a wholly-owned subsidiary of the Company) at all times up to and including 31 January 2027.

Tranche U and AA

The Company announcing a Mineral Resource Estimate with a minimum grade of at least 1.0% CuEq at the Ming Mine on or before 31 January 2027 as follows:

==> picture [421 x 21] intentionally omitted <==

----- Start of picture text -----

Mineral Resource % of Performance Rights eligible for vesting
----- End of picture text -----

Less than 45,000,000 tonnes 0%
At 50,000,000 tonnes 50%
At 55,000,000 tonnes 75%
At 60,000,000+ tonnes 100%
Between the abovepoints Pro-rata vesting

The relevant participant remaining an officeholder, employee or consultant of the Company (or a wholly-owned subsidiary of the Company) at all times up to and including 31 January 2027.

Tranche S and Y

The share price of the Company’s Shares as traded on the ASX achieving a VWAP of $0.75 per Share or more over 20 consecutive trading days on which the Company’s Shares have actually traded on or before 31 January 2027; and

The relevant participant remaining an officeholder, employee or consultant of the Company (or a wholly-owned subsidiary of the Company) at all times up to and including 31 January 2027.

Where:

“Copper Equivalent” or “CuEq” means a formula used to convert grades of various metals in an intersection or sample to a single metal value by assigning a recoverable economic value for each component and expressing the results in the Copper metal present.

“Mineral Resource Estimate” means a mineral resource estimate of at least the inferred category, prepared in accordance with clause 50 of the Joint Ore Reserves Committee’s Australasian Code for Reporting of Exploration Results, Mineral Results and Ore Reserves (2012 Edition), or any update to that edition.

“VWAP” has the meaning given to the term ‘volume weighted average market price’ in the Listing Rules.

For the purposes of the Vesting Conditions, the Copper Equivalent value will be calculated based on the following formula: CuEq (%) = Cu(%) + 0.74112 Au (g/t) + 0.00876 Ag (g/t). This formula was derived based on a copper price of US$8,295/t, gold price of US$1,912/oz and silver price of US$22.59/oz. For the purpose of estimating an in-situ resource grade, no recovery factors have been applied. 47

46

47

ANNUAL REPORT 2024

==> picture [60 x 18] intentionally omitted <==

What happens In the event that the Green Bay Copper-Gold Project is sold or a Change of Control Event in the event of a (as defined in the Plan) occurs or the Board determines that either such an event is likely to change of control occur before the vesting conditions are met, the Board will have a discretion whether to allow the vesting of the performance rights and on what terms. When determining the vesting of the performance rights, the Directors will take into consideration a number of criteria, but in particular the value to shareholders as a result of the event.

Retesting There is no retesting of performance rights.

Malus/Clawback Where, in the opinion of the Board, a holder: Provisions

  • i. acts fraudulently or dishonestly;

  • ii. wilfully breaches their duties to the Group;

  • iii. is responsible for: material financial misstatements; major negligence; significant legal, regulatory and/or policy non-compliance; or a significant harmful act; or

  • iv. breaches the Company’s Code of Conduct, then the Board may determine that:

  • v. some or all of the Performance Rights will not be issued to the holder;

  • vi. the Vesting Condition and/or vesting period applying to the Performance Rights should be reset or altered (as the case may be and subject to compliance with the Listing Rules); and/or

  • vii. any or all of the unvested, or vested but unconverted, Performance Rights are forfeited and lapse.

The table below sets out these KMP LTI Performance Rights granted during FY24.

Number of KMP LTI Performance Rights

Name Position Tranche S Tranche T Tranche U
Darren Cooke Chief Executive Offcer 666,667 1,000,000 1,000,000
Tranche Y Tranche Z Tranche AA
Chen Sun* Chief Financial Offcer 166,667 333,334 333,334

*Note that Ms Sun was issued with the Tranche Y, Z and AA KMP LTI Performance Rights at a later date to the rest of the KMP LTI Performance Rights due to her later appointment date in April 2024. The terms and conditions of the Tranche S, T and U KMP LTI Performance Rights are the same, respectively, as the Tranche Y, Z and AA KMP LTI Performance Rights.

Further details of the LTI Performance Rights are included in the share-based compensation section of this

Remuneration Report.

It should be noted that Tranche D and E Performance Rights held by Mr Cooke lapsed during the period. Please refer

to pages 53-54 for full details.

Remuneration Framework – Non-Executive Directors

Fees and payments to non-executive directors ( NEDs ) reflect the time commitment, demands and responsibilities of

their role. These are reviewed annually by the Board.

All NEDs enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board policies and terms, including remuneration, relevant to the office of director. NEDs are not provided with retirement benefits other than statutory superannuation.

The ASX Listing Rules and the Company’s constitution require aggregate NED remuneration be determined periodically by a general meeting. The most recent determination was at the Annual General Meeting held in 2020, where the shareholders approved a maximum annual aggregate remuneration of $500,000.

The table below summarises the current annual NED fees:

Annual Board Fees
Name Position
$
Kevin Tomlinson Non-Executive Chair 180,000
Jessie Liu-Ernsting Non-Executive Director 100,000
Renée Roberts Non-Executive Director 100,000
Total 380,000

As mentioned above, during FY24, the issue of Director Performance Rights was approved by shareholders at the 11 October 2023 General Meeting pursuant to ASX Listing Rule 10.14. The Director Performance Rights were issued as a one-off to align the efforts of the directors in seeking to achieve growth of the Company’s share price and creation of shareholder value. In addition, the Board believes that incentivising with performance rights is a prudent means of conserving the Company’s available cash reserves. Terms associated with the Director Performance Rights are included on pages 43 and 44 for further details.

As part of Firefly’s evolution as a company, the Directors have implemented a higher standard of governance and made a number of changes to enhance governance and independence. Therefore, the Board does not anticipate making any future one-off grants to NEDs.

The table below sets out the performance rights granted to NEDs during FY24.

Number of Performance Rights Number of Performance Rights Number of Performance Rights Number of Performance Rights Number of Performance Rights
Name Position Tranche K Tranche L Tranche M
Kevin Tomlinson1 Non-Executive Chair 560,000 560,000 560,000
RayShorrocks2 Non-Executive Chair 560,000 560,000 560,000
  1. Mr Tomlinson transitioned from Non-Executive Director to Non-Executive Chair on 19 March 2024. 2. Mr Shorrocks resigned on 19 March 2024.

Mr Shorrocks forfeited 280,000 Class L Performance Rights and 560,000 Class M Performance Rights on resignation.

General Information

Securities Trading Policy

The trading of shares issued to participants under any of the Company’s employee incentive plans is subject to, and conditional upon compliance with the Company’s Securities Trading Policy. Directors and Executives are prohibited from entering into any hedging arrangements over unvested securities under the Company’s employee incentive plans and the Securities Trading Policy.

Planned FY25 Executive KMP Remuneration Changes

The Company’s remuneration philosophy is underpinned by competitive and performance-based remuneration commensurate with role complexity and scope. This approach ensures that the Company is able to attract and retain talented people, who are committed to the Company’s purpose and focused on successful project delivery and shareholder value.

Executive Directors

As stated above, the FY24 remuneration package for the Executive Directors was heavily geared towards equitybased remuneration, reflecting funding constraints at the time.

With the Company’s significant growth, established credibility, and secured funding achieved over FY24, the Board believes that it is essential to reassess the remuneration framework not only from a good corporate governance perspective but also to reflect the evolving profile and contributions of the founding directors. The role of the Executive Directors has transitioned, necessitating a remuneration structure that aligns with the next stage of the Company’s development.

This adjustment also highlights a common distinction in remuneration between founding directors and professional directors who join a company later. Founding directors often receive remuneration that reflects their initial risk and sometimes, substantial investment in the company, which is more equity focused. As the company grows and matures, a more balanced remuneration structure becomes necessary. This shift ensures that remuneration is not overly reliant on equity, which can lead to excessive dilution of shares and potential misalignment of long-term goals.

A balanced remuneration structure, combining fixed pay with performance-based incentives, aligns the interests of executives with those of shareholders, providing stability and predictability while still incentivising performance. This approach is more fitting for a mature company, promoting sustainable growth and ensuring that the remuneration package reflects the current market norms and the Company’s developed status.

This also means that the proportion of equity-based incentives will be reduced. This important milestone change aligns with good corporate governance practice as it better ensures that the total remuneration framework (fixed and incentive pay) supports the Company’s and shareholders’ long-term interests.

Other Executive KMP

The acquisition of the Green Bay Project in October 2023 has increased the role complexity and scope of the Company’s Executives. Management of international operations encounter complexities that surpass mere financial dimensions. The Executives must contend with numerous challenges inherent to managing operations across international markets, including:

49

48

ANNUAL REPORT 2024

  • Complexity of operations emerges when managing across international countries over 2 continents, involving the navigation of diverse regulatory environments, cultural differences, and logistical challenges. Executive KMP need to adeptly navigate these intricacies to ensure operational efficiency and success across diverse markets, necessitating an understanding of these nuances and effective strategic planning. This complexity is notably greater than that of single own-country operators within the peer group.

  • Resource allocation becomes significantly more intricate when managing a workforce in another country, presenting the Executive KMP with a myriad of diverse challenges that surpass those faced by single-country operators. The Executive KMP are tasked with efficiently allocating resources, making strategic decisions, and demonstrating effective leadership amidst operational complexity, heightened risk factors, and the need for strategic adaptation across multiple countries and diverse markets. Success in an international landscape demands adept navigation of these many complex challenges which are notably greater than those encountered by single own-country operators.

  • Risk management becomes inherently more complex when operating in international markets. The Company faces a broader range of risks, encompassing currency fluctuations, political instability, and regulatory compliance issues. These factors require careful planning and strategic foresight to mitigate potential impacts on operations and financial performance. The Executive KMP must develop robust risk management strategies tailored to each market’s unique challenges to safeguard the Company’s stability and reputation in an international context.

With the increase in role complexity and scope as mentioned above, there will be some changes applied to the remuneration framework in FY25. These changes are required to ensure the Company’s remuneration framework is market competitive and fit-for-purpose as it continues to grow and mature. Changes to executive remuneration will be communicated to shareholders more fully in the 2024 Notice of Annual General Meeting and FY25 Remuneration Report, however key details, approved by the Board in July 2024, are summarised below.

The table below summarises the changes in TFR for Executive KMPs from 1 July 2024:

Executive KMP FY24 TFR FY25 TFR
ManagingDirector $199,800 $517,000
Executive Director $199,800 $376,000
Chief Executive Offcer $346,500 $400,000
Chief Financial Offcer $325,000 $350,000

Minimum Shareholding Requirement

Subsequent to the end of financial year 2024, the Board approved a minimum shareholding policy under which each Director (Executive and Non-Executive) is required (where practicable) to acquire and hold a minimum number of fully paid ordinary shares in the capital of the Company ( Shares ) the value of which is equal to 100% of the Director’s annual directors’ fees (in the case of Executive Directors, TFR) or such amount fixed by the Board from time to time and calculated in accordance with the Policy ( Minimum Holding ). Directors’ fees include committee fees and Company superannuation contributions. Increases in a Director’s fees will result in an increase in the Minimum Holding. Each Director must meet (where practicable) the Minimum Holding requirement within the later of:

  • three years after the date of the Director’s appointment to the Board; or

  • three years from the date the Policy is adopted by the Board.

Other members of the Company’s KMP are encouraged, but not required, to acquire or hold Shares.

Non-Executive Directors

As part of FireFly’s evolution as a company, the Directors have implemented a higher standard of governance and made a number of changes to enhance governance and independence for NED remuneration. Therefore, the Board does not anticipate making any future one-off performance right grants to NEDs and they will only receive cash payments.

Statutory Remuneration Disclosures

The following table sets out the statutory disclosure required under the Corporations Act, in accordance with Australian Accounting Standards. The amounts shown reflect the remuneration for each KMP that relates to their service in FY24 and FY23.

==> picture [60 x 18] intentionally omitted <==

Short-term Short-term benefts Post-
employment
benefts
Share-based
payments1
Share-based
payments1
Cash
Name
Directors
Kevin Tomlinson2,3
salary
and fees
$
Cash
bonus
$
Leave
movement
$

Super-
annuation
$
STI
$
LTI
$
Total
$
FY24 109,220 - - - - 694,511 803,731
FY23
Stephen Parsons4
FY24
FY23
47,407
155,758
100,000
-
-
-
-
6,168
-
-
17,133
10,500
-
-
-
48,889
4,127,986
-
96,296
4,307,045
110,500
Michael Naylor5
Jessie FY24
FY23
Liu-Ernsting6
151,212
78,542
-
-
12,399
-
16,633
7,722
-
-
2,663,491
-
2,843,735
86,264
FY24 24,277 - - - - - 24,277
FY23 - - - - - - -
Ray Shorrocks7,8
FY24 112,500 - - 12,375 - 743,400 868,275
FY23
Other KMP
287,500 - 11,712 30,188 - - 329,400
Darren Cooke
FY24 315,327 31,532 24,231 34,641 - 896,493 1,302,224
FY23 315,000 15,679 15,750 34,721 17,325 (176,635) 221,840
Chen Sun9
FY24
FY23
William Nguyen10
FY24
51,051
-
230,777
-
-
-
3,927
-
(4,385)
5,616
-
23,714
-
-
-
40,122
-
(27,462)
100,716
-
222,644
FY23 245,471 - 3,365 25,774 - 61,594 336,204
Total
FY24 1,150,122 31,532 42,340 110,112 - 9,138,541 10,472,647
FY23 1,073,920 15,679 30,827 108,905 17,325 (66,152) 1,180,504
  1. Relates to the non-cash value of Performance Rights expensed/(credited) during the financial year under Australian Accounting Standards. Credits relate to adjustments in vesting estimates.

  2. Mr Tomlinson transitioned from Non-Executive Director to Non-Executive Chair on 19 March 2024. Amounts shown above include all Mr Tomlinson’s remuneration during the reporting period, whether as a Non-Executive Director or Non-Executive Chair. Mr Tomlinson’s annual Director fee applicable from 19 March 2024 to 30 June 2024 was $170,000 including superannuation.

  3. Mr Tomlinson was appointed Non-Executive Director on 15 December 2022.

  4. Mr Parsons transitioned from Non-Executive Director to Managing Director on 20 October 2023. Amounts shown above include all Mr Parson’s remuneration during the reporting period, whether as a Non-Executive Director or Managing Director. Mr Parson’s Managing Director annual TFR applicable from 20 October 2023 to 30 June 2024 was $199,800 including superannuation.

  5. Mr Naylor transitioned from Non-Executive Director to Executive Director on 20 October 2023. Amounts shown above include all Mr Naylor’s remuneration during the reporting period, whether as a Non-Executive Director or Executive Director. Mr Naylor’s Executive Director annual TFR applicable from 20 October 2023 to 30 June 2024 was $199,800 including superannuation.

  6. Ms Liu-Ernsting was appointed on 19 March 2024. Ms Liu’s annual Director’s fee for the financial year ended 30 June 2024 was $85,000 including superannuation.

  7. Mr Shorrocks resigned on 19 March 2024.

  8. Mr Shorrocks transitioned from Executive Chairman to Non-Executive Chairman on 1 May 2023. Mr Shorrocks’ annual Director’s fee applicable from 1 May 2023 was $167,750 including superannuation.

  9. Ms Sun was appointed on 29 April 2024. Ms Sun’s annual TFR applicable for the financial year ended 30 June 2024 was $325,000 including superannuation.

  10. Mr Nguyen resigned on 29 April 2024.

50

51

post-consolidation basis:

ANNUAL REPORT 2024

==> picture [60 x 18] intentionally omitted <==

The proportion of remuneration linked to performance and the fixed proportion are as follows:

Name Fixed remuneration
At risk - STI
At risk - LTI
FY24
FY23
FY24
FY23
FY24
FY23
Directors
K Tomlinson
14%
49%
-
-
86%
51%
S Parsons
4%
100%
-
-
96%
-
M Naylor
6%
100%
-
-
94%
-
J Liu-Ernsting1
100%
-
-
-
-
-
R Shorrocks2
14%
83%
-
17%
86%
-
Other KMP
D Cooke
29%
172%
2%
8%
69%
(80%)
C Sun3
60%
-
-
-
40%
-
W Nguyen4
112%
84%
-
-
(12%)
16%
  1. Ms Liu-Ernsting was appointed on 19 March 2024.

  2. Mr Shorrocks resigned on 19 March 2024.

  3. Ms Sun was appointed on 29 April 2024.

  4. Mr Nguyen resigned on 29 April 2024.

Service agreements

Remuneration and other terms of employment for Executive KMP are formalised in service agreements. The service agreements do not have fixed terms. Other key details of these agreements are as follows:

Name Position Commencement
of Agreement
TFR FY24
($)
Notice
Period
Employee /
Company
Change of
Control Beneft
(Number of
Months’ Base
(Months) Salary)
Stephen Parsons1 ManagingDirector 20 October 2023 199,800 3 / 12 12
Michael Naylor1 Executive Director 20 October 2023 199,800 3 / 12 12
Darren Cooke Chief Executive Offcer 1 February2021 346,500 3 / 6 6
Chen Sun Chief Financial Offcer 29 April 2024 325,000 3 / 6 6
William Nguyen Chief Financial Offcer
& Joint Company
13 June 2022 277,500 3 / 3 -
Secretary
  1. Agreements for Mr Parsons and Mr Naylor provide for 30 days of paid annual leave per annum.

Share-based compensation

The Company completed a 15 to 1 consolidation of share capital on 7 December 2023. The terms the option and performance rights on issue at that date, including the number of securities and the exercise price, or vesting condition linked to share price have been varied accordingly. The re-organisation has had no impact on the fair value of the securities issued. Security details are provided on a post-consolidation basis. All incentive securities disclosed have been issued by the Company and, once vested, each incentive security may generally be exercised for one ordinary share of the Company. The Tranche N and O performance rights may be exercised into cash or shares, at the Board’s discretion.

Shares

There were no shares issued to Directors and other KMP as part of compensation during the year ended 30 June 2024.

Options

There were no options over ordinary shares issued to Directors and other KMP as part of compensation that were outstanding as at 30 June 2024.

Movements in options over ordinary shares held by KMP during the year ended 30 June 2024 are set out below on a

Balance at Value of
KMP Grant date the start
of the year
Granted Exercised1 Lapsed/
Other
Balance at
the end of
options at
exercise5
Vested and
exercisable
the year $
S Parsons 9 Mar 20203 4,000,000 - (4,000,000) - - 1,140,000
M Naylor 9 Mar 20203 1,866,667 - (1,866,667) - - 532,000
R Shorrocks2 9 Mar 20203 1,133,334 - (1,133,334) - - 549,667
D Cooke 30 Apr 20214 666,667 - - (666,667) - -
  1. Includes options exercised both before and after share consolidation.

  2. Resigned 19 March 2024.

  3. Options had a post-consolidation exercise price of $0.15 and an expiry date of 23 January 2025.

  4. Options had a post-consolidation exercise price of $1.875 and an expiry date of 14 April 2024.

  5. The value at the exercise date of options that had been granted as part of remuneration and were exercised during the year has been determined as the intrinsic value of the options at that date.

Options granted carry no dividend or voting rights.

Performance rights

Movements in performance rights over ordinary shares held by KMP as part of compensation during the year ended 30 June 2024 are set out below on a post-consolidation basis:

KMP Balance
at the
start of
the year
Balance at the end of
the year1
Tranche
Unvested
Granted
Vested
Exercised
Forfeited
Vested &
Exercisable
UnvestedMax Value yet
to Vest5
Number
Number
Number
%
Number
Number
%
Number
Number
$
K Tomlinson
K
-
560,000
-
-
-
-
-
560,000
-
L
-
560,000
-
-
-
-
-
560,000
-
M
-
560,000
560,000
100
-
-
560,000
-
-
S Parsons
K
- 2,800,000
-
-
-
-
-
2,800,000
-
L
- 2,800,000
-
-
-
-
-
2,800,000
-
M
- 2,800,0002,800,000
100
(2,800,000)6
-
-
-
-
N
- 2,000,000
-
-
-
-
-
2,000,000
756,128
O
- 2,000,000
-
-
-
-
-
2,000,000
696,885
M Naylor
K
- 1,800,000
-
-
-
-
-
1,800,000
-
L
- 1,800,000
-
-
-
-
-
1,800,000
-
M
- 1,800,000 1,800,000
100
-
-
1,800,000
-
-
N
-
1,333,333
-
-
-
-
-
1,333,333
504,086
O
-
1,333,333
-
-
-
-
-
1,333,333
464,590
R Shorrocks2
K
-
560,000
-
-
-
-
-
560,000
-
L
-
560,000
-
-
-
(280,000)
50
-
280,000
-
M
-
560,000
-
-
-
(560,000)
100
-
-
-
D Cooke
A
333,333
-
333,333
100
-
-
333,333
-
-
B
333,333
-
333,333
100
-
-
333,333
-
-
C
333,334
-
333,334
100
-
-
333,334
-
-
D
233,333
-
-
-
-
(233,333)
100
-
-
-

53

52

ANNUAL REPORT 2024

==> picture [60 x 18] intentionally omitted <==

Balance Performance Fair Value per
at the Balance at the end of Tranche Grant date measurement Expiry date Vesting conditions Right at grant Status
start of the year1 period date
KMP Tranche the year
Unvested
Granted
Vested
Exercised
Forfeited
Vested &
Exercisable
UnvestedMax Value yet
to Vest5
C 30 Apr 2021 1 Feb 2021 to
21 Feb 2024
14 Apr 2026 Subject to remaining an employee for three
years.
$1.335 Vested
(100%)
Number
Number
Number %
Number
Number
%
Number
Number $ Both of the following:
E
F
S
116,667
-
116,667
-
-
666,667
-
-
-
-
-
(116,667)
100
-
-
-
-
-
-
-
-
-
-
116,667
666,667
-
20,559
232,995
D 22 Jun 2022 13 Jun 2022 to
13 June 2025
22 Jun 2027 - the Company announcing a JORC
Resource (inferred or indicated) of 3,500,000
ounces of gold on or before 30 June 2024;
and
$0.555 Lapsed
(100%)
- 3 years’ continuous employment with the
T - 1,000,000 - -
-
-
- 1,000,000 448,743 Company
U - 1,000,000 - -
-
-
- 1,000,000 336,557 Both of the following:
C Sun3 Y -
166,667
- -
-
-
- 166,667 135,275 - the Company achieving a volume
Z
AA
-
333,334
-
333,334
-
-
-
-
-
-
-
-
-
-
333,334
333,334
272,146
204,109
E 22 Jun 2022 13 Jun 2022 to
13 June 2025
22 Jun 2027 weighted average share price of $0.10 or
above over a period of 30 consecutive
Trading Days on or before 30 June 2023; and
$0.075 Lapsed
(100%)
W Nguyen4 G 66,667
-
- -
-
(66,667)
100
- - - - 3 years’ continuous employment with the
Company.
H 66,667
-
66,667 100
-
-
66,667 - - Both of the following:
I 133,333
-
- -
-
(133,333)
100
- - - - presenting a strategy to the Board for
1.
2.
3.
Number of performance rights held on date of resignation for R Shorrocks and W Nguyen.
Resigned on 19 March 2024.
Appointed 29 April 2024.
F 22 Jun 2022 13 Jun 2022 to
13 Jun 2025
22 Jun 2027 approval and once approved, execution of
the strategy to create value for Company
shareholders in regard to the Limestone Well
$0.555 Unvested
4.
5.
Resigned 29 April 2024.
The maximum value of the performance rights yet to vest has been determined as the amount of the grant date fair value of the
performance rights that is yet to be expensed. The minimum value is nil, as the performance rights will be forfeited if the vesting
conditions are not met.

project; and
- 3 years’ continuous employment with the
Company.
6. The value of exercised performance rights at the date of exercise was $2,310,000. G 22 Jun 2022 13 Jun 2022 to
13 Jun 2024
22 Jun 2027 The Company announcing a JORC Resource
(inferred or indicated) of 3,000,000 ounces
ofgoldprior to 13 June 2024.
$0.555 Lapsed
(100%)
Performance rights granted carry no dividend or voting rights. Establishing an effcient and accurate
internal reporting system, as approved by
The terms and conditions of each Tranche of performance rights affecting remuneration of KMP during
set out below. The performance rights value is shown on a post-consolidation basis.
the year are H 22 Jun 2022 13 Jun 2022 to
13 Jun 2024
22 Jun 2027 the Board in its entire discretion (System)
prior to 13 June 2023 and the Company
$0.555 Vested
(100%)
Tranche Grant date Performance
measurement
Expiry date
Vesting conditions Fair Value per
Right at grant

Status continues to use the System for a minimum
period of 12 months.
period ASX announcement of a successful date I 22 Jun 2022 13 Jun 2022 to
13 Jun 2025
22 Jun 2027 3 years’ continuous employment with the
Company.
$0.555 Lapsed
(100%)
acquisition, of a direct or indirect legal or K 11 Oct 2023 Immediate 20 Oct 2028 MRE Milestone 11 $0.450 Unvested
benefcial interest in a new asset or assets;
and
L 11 Oct 2023 Immediate 20 Oct 2028 MRE Milestone 22 $0.450 Unvested
A 30 Apr 2021 1 Feb 2021 to
21 Feb 2024
14
Apr 2026 ASX announcement of an increase in
the Company’s global JORC or NI 43-101
Compliant Mineral Resource Estimate fgure
$1.335 Vested
(100%)
M 11 Oct 2023 Immediate 20 Oct 2028 VWAP condition4of $0.60 per Share at any
time after 11 October 2023.
Both of the following:
$0.428 Vested
(100%)
by an amount equal to or greater than
0.5Moz Au at a minimum cut-off grade of
least 2 g/t; and
at N 23 Nov 2023 20 Oct 2023 to
15 Dec 2026
15 Dec 2028 - VWAP condition4of $1.05 per Share at any
time after 23 November 2023.
- Service condition3: 15 December 2026
$0.485 Unvested
Remaining an Eligible Employee for three Both of the following:
years aftergrant.
ASX announcement of a JORC 2012
O 23 Nov 2023 20 Oct 2023 to
15 Dec 2026
15 Dec 2028 - VWAP condition4of $1.50 per Share at any
time after 23 November 2023.
$0.447 Unvested
compliant global Mineral Resource with a - Service condition3: 15 December 2026
minimum grade of at least 6 g/t from both Both of the following
B 30 Apr 2021 1 Feb 2021 to
21 Feb 2024
14
Apr 2026 underground and open pit mineralisation, for
a total of at least 2,000,000oz of gold located
within the Pickle Crow Gold Project; and

$1.335 Vested
(100%)
S 22 Feb 2024 22 Feb 2024 to
31 Jan 2027
31 Jan 2029 - VWAP condition4of $0.75 per Share on or
before 31 January 2027
$0.397 Unvested
Remainin an Eliible Emloee for three - Service condition3: 31 January2027.
Performance Performance Fair Value per
Tranche Grant date measurement Expiry date Vesting conditions Right at grant Status
period date
ASX announcement of a successful
acquisition, of a direct or indirect legal or
benefcial interest in a new asset or assets;
and
ASX announcement of an increase in
A 30 Apr 2021 1 Feb 2021 to
21 Feb 2024
14 Apr 2026 the Company’s global JORC or NI 43-101
Compliant Mineral Resource Estimate fgure
$1.335 Vested
(100%)
by an amount equal to or greater than
0.5Moz Au at a minimum cut-off grade of at
least 2 g/t; and
Remaining an Eligible Employee for three
years aftergrant.
ASX announcement of a JORC 2012
compliant global Mineral Resource with a
minimum grade of at least 6 g/t from both
B 30 Apr 2021 1 Feb 2021 to
21 Feb 2024
14 Apr 2026 underground and open pit mineralisation, for
a total of at least 2,000,000oz of gold located
within the Pickle Crow Gold Project; and


$1.335
Vested
(100%)
Remaining an Eligible Employee for three
years aftergrant

54

55

ANNUAL REPORT 2024

Performance Fair Value per
Tranche Grant date measurement Expiry date Vesting conditions Right at grant Status
period date
Both of the following:
22 Feb 2024 to
T 22 Feb 2024 31 Jan 2029 - MRE Milestone 35 $0.510 Unvested
31 Jan 2027
- Service condition3: 31 January2027.
Both of the following:
22 Feb 2024 to
U 22 Feb 2024 31 Jan 2029 - MRE Milestone 46 $0.510 Unvested
31 Jan 2027
- Service condition3: 31 January2027.
Both of the following
Y 29 April 2024 29 April 2024 to
31 Jan 2027
31 Jan 2029 - VWAP condition4of $0.75 per Share on or
before 31 January 2027
$0.865 Unvested
- Service condition3: 31 January2027.
Both of the following:
Z 29 April 2024 29 April 2024 to 31 Jan 2029 - MRE Milestone 35 $0.870 Unvested
31 Jan 2027
- Service condition3: 31 January2027.
29 April 2024 Both of the following:
AA 29 April 2024 to 31 Jan 2029 - MRE Milestone 46 $0.870 Unvested
31 Jan 2027 - Service condition3: 31 January2027.
  1. MRE Milestone 1:

The Company announcing a Joint Ore Reserves Committee (JORC) 2012 compliant Mineral Resource with a minimum grade of at least 1.0% Copper Equivalent located within any of the Company’s projects within Newfoundland as follows:

  • Less than 40M tonnes - 0% vesting

  • at 40M tonnes - 50% vesting

  • at 42.5M tonnes - 75% vesting

  • at 45M tonnes - 100% vesting

  • Pro-rata vesting between above points

  • MRE Milestone 2:

The Company announcing a Joint Ore Reserves Committee (JORC) 2012 compliant Mineral Resource with a minimum grade of at least 1.0% Copper Equivalent located within any of the Company’s projects within Newfoundland as follows:

  • Less than 45M tonnes - 0% vesting

  • at 50M tonnes - 50% vesting

  • at 55M tonnes - 75% vesting

  • at 60M tonnes - 100% vesting

  • Pro-rata vesting between above points

  • Service condition:

  • A requirement to maintain continuous employment with the Company up to and including the date noted in the table.

    1. VWAP condition:
  • The share price of the Company’s Shares as traded on the ASX achieving the specified VWAP per Share or more over 20 consecutive trading days on which the Company’s Shares have actually traded

  • MRE Milestone 3:

The Company announcing a Joint Ore Reserves Committee (JORC) 2012 compliant Mineral Resource with a minimum grade of at least 1.0% Copper Equivalent at the Ming Mine on or before 31 January 2027 as follows: - Less than 40M tonnes - 0% vesting

  • at 40M tonnes - 50% vesting

  • at 42.5M tonnes - 75% vesting

  • at 45M tonnes - 100% vesting

  • Pro-rata vesting between above points

  • MRE Milestone 4:

The Company announcing a Joint Ore Reserves Committee (JORC) 2012 compliant Mineral Resource with a minimum grade of at least 1.0% Copper Equivalent at the Ming Mine on or before 31 January 2027 as follows:

  • Less than 45M tonnes - 0% vesting

  • at 50M tonnes - 50% vesting

  • at 55M tonnes - 75% vesting

  • at 60M tonnes - 100% vesting

  • Pro-rata vesting between above points

==> picture [60 x 18] intentionally omitted <==

The following table illustrates the inputs used to calculate the fair value of performance rights granted to KMP during the current year and their resulting valuations on a post-consolidation basis, noting that no amount was paid or payable by the KMP:

Tranche Value of
underlying
security
$
Exercise
price
$
Grant
date
Expiry
date
Measurement
period
(years)
Volatility
%
Dividend
yield
%
Risk-
free
rate
%
Valuation
method
Valuation
per right
$
11 Oct 20 Oct Black-
K 0.450 - 2023 2028 - 80% - 3.16% Scholes 0.450
11 Oct 20 Oct Black-
L 0.450 - 2023 2028 - 80% - 3.16% Scholes 0.450
11 Oct 20 Oct Monte
M 0.450 - 2023 2028 - 80% - 3.16% Carlo 0.428
23 Nov 15 Dec Monte
N 0.555 - 2023 2028 3.16 80% - 3.19% Carlo 0.485
23 Nov 15 Dec Monte
O 0.555 - 2023 2028 3.16 80% - 3.19% Carlo 0.447
22 Feb 31 Jan Monte
S 0.510 - 2024 2029 2.94 65% - 3.64% Carlo 0.397
22 Feb 31 Jan Black-
T 0.510 - 2024 2029 2.94 65% - 3.64% Scholes 0.510
22 Feb 31 Jan Black-
U 0.510 - 2024 2029 2.94 65% - 3.64% Scholes 0.510
Y 0.870 - 29 Apr
2024
31 Jan
2029
2.76 65% - 4.12% Monte
Carlo
0.865
Z 0.870 - 29 Apr
2024
31 Jan
2029
2.76 65% - 4.12% Black-
Scholes
0.870
AA 0.870 - 29 Apr
2024
31 Jan
2029
2.76 65% - 4.12% Black-
Scholes
0.870

Additional disclosures relating to key management personnel

The number of shares in the Company held during the financial year by each Director and other members of KMP of the Company, including their personally related parties, is set out below on a post-consolidation basis:

KMP Balance at
the start of
the year
Issued in
settlement
of prior
year STI
Additions on
exercise of
performance
rights
Additions
on exercise
of options
Purchases Disposals Other1 Balance at
the end of
the year
K Tomlinson - - - - 40,000 - - 40,000
S Parsons 7,116,469 - 2,800,000 4,000,000 9,333,333 - - 23,249,802
M Naylor 4,163,764 - - 1,866,667 666,667 - - 6,697,098
J Liu-Ernsting2 - - - - - - - -
R Shorrocks3 1,961,905 - - 1,133,334 666,667 (450,000) (3,311,906) -
D Cooke 49,609 36,929 - - 320,000 - 406,538
C Sun4 - - - - - - - -
W Nguyen5 33,334 - - - - - (33,334) -
TOTAL 13,325,081 36,929 2,800,000 7,000,001 11,026,667 (450,000) (3,345,240) 30,393,438
  1. Represents shares held on resignation date

  2. Appointed on 19 March 2024

  3. Resigned on 19 March 2024

  4. Appointed on 29 April 2024

  5. Resigned on 29 April 2024

56

57

ANNUAL REPORT 2024

==> picture [60 x 18] intentionally omitted <==

Loans to key management personnel and their related parties

There were no loans to KMP of the Company, including their personally related parties, as at 30 June 2024 or 30 June 2023.

Other transactions with key management personnel and their related parties

The following transactions have been entered into on arm’s length terms, based on standard commercial terms and conditions.

Belltree Corporate Pty Ltd

Belltree Corporate Pty Ltd ( Belltree Corporate ), a company of which Mr Naylor is a Director and holds a 30% indirect interest in, provided company secretarial services to the Group (provided by Maddison Cramer) during the year ended 30 June 2024 totalling $96,000 (2023: $76,750). Mr Parsons also holds a 20% indirect interest in Belltree Corporate. The balance outstanding at 30 June 2024 was $nil.

Auditor’s Independence Declaration

==> picture [78 x 91] intentionally omitted <==

Ernst & Young Tel: +61 8 9429 2222 11 Mounts Bay Road Fax: +61 8 9429 2436 Perth WA 6000 Australia ey.com/au GPO Box M939 Perth WA 6843

Fees and commercial terms are reviewed with consideration to prevailing market rates and terms on an arm’s length basis by the CEO and approved by Board, with Mr Parsons and Mr Naylor abstaining.

Exia IT Pty Ltd

Exia IT Pty Ltd, a company of which Belltree Corporate is a 50% shareholder, provided IT services and supplied IT equipment to the Group during the year ended 30 June 2024 totalling $146,267 (2023: $62,114). As noted above, Mr Naylor and Mr Parsons each have an interest in Belltree Corporate. The balance outstanding at 30 June 2024 was $12,559.

Fees and commercial terms are reviewed with consideration to prevailing market rates and terms on an arm’s length basis by the CEO and approved by Board, with Mr Parsons and Mr Naylor abstaining.

Auditor’s independence declaration to the directors of FireFly Metals Ltd

As lead auditor for the audit of the financial report of FireFly Metals Ltd for the financial year ended 30 June 2024, I declare to the best of my knowledge and belief, there have been:

  • a. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit;

Blue Leaf Corporate Pty Ltd

Blue Leaf Corporate Pty Ltd ( Blue Leaf ), a company of which Mr Naylor is a director and controlling shareholder, provided accounts payable services to the Group during the year ended 30 June 2024 totalling $28,000 (2023 including company secretarial services no longer provided: $55,500), which is not included in the remuneration tables. The balance outstanding at 30 June 2024 was $nil. Blue Leaf no longer provides services to the Company.

  • b. No contraventions of any applicable code of professional conduct in relation to the audit; and

  • c. No non-audit services provided that contravene any applicable code of professional conduct in relation to the audit.

  • This declaration is in respect of FireFly Metals Ltd and the entities it controlled during the financial year.

This concludes the remuneration report, which has been audited.

Signed in accordance with a resolution of the Board of Directors.

==> picture [139 x 36] intentionally omitted <==

Stephen Parsons

Ernst & Young

Darryn Hall Partner 5 September 2024

Managing Director

5 September 2024

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

59

58

ANNUAL REPORT 2024

==> picture [60 x 18] intentionally omitted <==

Financial Statements

==> picture [441 x 213] intentionally omitted <==

Financial
Statements
Consolidated Statement of Proft or Loss and Other Comprehensive Income 62
Consolidated Statement of Financial Position 63
Consolidated Statement of Changes in Equity 64
Consolidated Statement of Cash Flows 65
Notes to the Consolidated Financial Statements 66
Consolidated Entity Disclosure Statement 100
Directors’ Declaration 101
Independent Auditor’s Report to the Members of FireFly Metals Ltd 102

==> picture [902 x 212] intentionally omitted <==

60

61

ANNUAL REPORT 2024

==> picture [60 x 18] intentionally omitted <==

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 30 June 2024
Note 2024
2023
$’000
$’000
Income
Other income
5
Expenses
Accounting, audit and taxation services
Business development
Employee benefits
Consultants and contractors
Depreciation and amortisation
Insurance
Listing and compliance
Share-based payments
27
Travel and accommodation
Other expenses
Foreign exchange differences
Office rental and outgoings
Other operational costs – mill and mine
Loss before income tax expense and finance income
Finance income
Finance expenses
6
Loss before income tax benefit
Income tax benefit
7
Loss after income tax benefit for the year
Other comprehensive (loss)/income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation - foreign operations
Other comprehensive (loss)/income for the year, net of tax
Total comprehensive loss for the year
(Loss)/Income for the year is attributable to:
Non-controlling interest
Members of FireFly Metals Ltd
24
Total comprehensive loss for the year is attributable to:
Non-controlling interest
31
Members of FireFly Metals Ltd
470
260
(614)
(210)
(4,691)
(536)
(2,459)
(1,360)
(940)
(287)
(1,353)
(252)
(161)
(77)
(373)
(170)
(9,827)
(215)
(955)
(434)
(961)
(130)
(5)
1
(114)
(119)
(1,621)
-
(23,604)
(3,529)
786
146
(1,045)
(95)
(23,863)
(3,478)
1,413
-
(22,450)
(3,478)
(7,451)
1,175
(7,451)
1,175
(29,901)
(2,303)
-
1
(22,450)
(3,479)
(22,450)
(3,478)
(952)
294
(28,949)
(2,597)
(29,901)
(2,303)
Cents
Cents1
Basic loss per share
8
Diluted loss per share
8
(6.87)
(2.42)
(6.87)
(2.42)

Consolidated Statement of Financial Position

As at 30 June 2024
Note 2024
2023
$’000
$’000
Assets
Current assets
Cash and cash equivalents
9
Trade and other receivables
11
Inventory
12
Financial assets at fair value through profit or loss
13
Other assets
14
Total current assets
Non-current assets
Plant and equipment
15
Right-of-use assets
17
Exploration and evaluation assets
16
Restricted cash
9
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
18
Lease liabilities
19
Provisions
20
Other current liabilities
21
Total current liabilities
Non-current liabilities
Lease liabilities
19
Provisions
20
Deferred tax
7
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
22
Reserves
23
Accumulated losses
24
Equity attributable to the owners of FireFly Metals Ltd
Non-controlling interest
Total equity
37,818
6,016
2,847
415
650
-
2,865
-
1,789
314
45,969
6,745
21,350
768
2,061
1,976
174,416
76,410
5,216
-
203,043
79,154
249,012
85,899
3,965
1,805
636
251
240
148
17,035
-
21,876
2,204
1,367
1,588
4,889
579
15,148
-
21,404
2,167
43,280
4,371
205,732
81,528
250,992
100,284
(2,707)
1,059
(64,200)
(41,750)
184,085
59,593
21,647
21,935
205,732
81,528
  1. Restated to reflect the effect of the share consolidation completed during the year ended 30 June 2024.

The above should be read in conjunction with the accompanying notes

The above should be read in conjunction with the accompanying notes

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ANNUAL REPORT 2024

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Consolidated Statement of Changes in Equity

For the year ended 30 June 2024
For the year ended 30 June 2024
Contributed
Accumulated
Non-
controlling
Total
equity
equity
Reserves
losses
interest
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
89,836
5,063
(38,271)
17,513
74,141
(Loss)/profit after income tax expense for the year
-
-
(3,479)
1
(3,478)
Other comprehensive income for the year, net of
tax
-
882
-
293
1,175
Total comprehensive income/loss for the year
-
882
(3,479)
294
(2,303)
Transactions with owners in their capacity as
owners:
Shares issued during the year (note 22)
9,000
-
-
-
9,000
Share issue costs (note 22)
(490)
-
-
-
(490)
Cash received for share options issued (note 23)
-
690
-
-
690
Transfer of reserve upon exercise of share
options (note 23)
1,625
(1,625)
-
-
-
Transfer into reserve upon exercise of performance
rights (note 23)
38
(38)
-
-
-
Issue of Shares to Mishkeegogamang Ojibway First
Nation (note 22)
275
-
-
-
275
Non-controlling interest (note 31)
-
(4,128)
-
4,128
-
Share-based payments (note 27)
-
215
-
-
215
Balance at 30 June 2023
100,284
1,059
(41,750)
21,935
81,528

Loss after income tax benefit for the year
-
-
(22,450)
- (22,450)
Other comprehensive loss for the year, net of tax
-
(6,499)
-
(952)
(7,451)
Total comprehensive loss for the year
-
(6,499)
(22,450)
(952) (29,901)
Transactions with owners in their capacity as
owners:
Shares and options issued during the year
(note 22)
112,195
-
-
-
112,195
Share issue cost (note 22)
(4,636)
-
-
-
(4,636)
Flow-through share premium (note 21)
(2,509)
-
-
-
(2,509)
Proceeds from options issued (note 23)
-
1,270
-
-
1,270
Transfer of reserve upon exercise of share options
(note 23)
6,486
(6,486)
-
-
-
Transfer of reserve upon exercise of performance
rights (note 23)
1,197
(1,197)
-
-
-
Transfer of reserve upon issue of STI shares
(note 23)
17
(17)
-
-
-
Shares issued for the acquisition of Green Bay
Project (note 22)
15,000
-
-
-
15,000
Shares issued for the acquisition of Gold
Hunter (note 22)
22,958
-
-
-
22,958
Non-controlling interests (note 23)
-
(664)
-
664
-
Share-based payments (note 27)
-
9,827
-
-
9,827
Balance at 30 June 2024
250,992
(2,707)
(64,200)
21,647 205,732
89,836
5,063
(38,271)
17,513
74,141
-
-
(3,479)
1
(3,478)
-
882
-
293
1,175
250,992
(2,707)
(64,200)
21,647 205,732

Consolidated Statement of Cash Flows

For the year ended 30 June 2024
Note 2024 2023
$’000 $’000
Cash flows from operating activities
Payments to suppliers and employees (inclusive of GST)
Interest received
(14,799)
746
(3,623)
146
Other income 401 260
Refund of commodity taxes - 4,493
Net cash (used in)/from operating activities 10 (13,652) 1,276
Cash flows from investing activities
Payments for exploration and evaluation (23,188) (16,942)
Payments for property, plant and equipment (214) (369)
Payments to acquire rights to tenements (921) -
Payments for investments in listed companies (2,818) -
Payments for security deposits - (282)
Payment for acquisition of Green Bay Project, net of cash acquired 35 (34,344) -
Net cash used in investing activities (61,485) (17,593)
Cash flows from financing activities
Proceeds from issue of shares 22 112,195 9,000
Proceeds from exercise of options 1,270 690
Share issue transaction costs (4,636) (490)
Principal elements of lease payments
Interest component of lease payments
(1,256)
(182)
(328)
(95)
Net cash from financing activities 107,391 8,777
Net increase/(decrease) in cash and cash equivalents 32,254 (7,540)
Cash and cash equivalents at the beginning of the financial year 6,016 13,588
Effects of exchange rate changes on cash and cash equivalents (452) (32)
Cash and cash equivalents at the end of the financial year 9 37,818 6,016

The above should be read in conjunction with the accompanying notes

The above should be read in conjunction with the accompanying notes

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Notes to the Consolidated Financial Statements

Note 2. Basis of preparation (continued)

For the year ended 30 June 2024

Note 1. Corporate Information

The financial statements cover FireFly Metals Ltd ( Company or FireFly ), formerly AuTECO Minerals Ltd, and the entities it controlled at the end of, or during, the year (together referred to as the Group ). FireFly Metals Ltd is a for-profit company limited by shares, incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange ( ASX ).

Note 2. Basis of Preparation

A description of the nature of the Group's operations and its principal activities is included in the Directors' report, which is not part of the financial statements.

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ( AASB ) and the Corporations Act 2001 (Cth) ( Corporations Act ), as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ( IASB ).

The consolidated financial statements for the year ended 30 June 2024 were approved and authorised for issue by the Board of Directors on 5 September 2024. The Directors have the power to amend and reissue the financial statements.

Critical accounting judgements, estimates and assumptions

The preparation of financial statements requires management to use estimates, exercise judgement and make assumptions. Application of different assumptions and estimates may have a significant impact on net assets and financial results of the Group. Estimates and assumptions are reviewed on an ongoing basis and are based on the latest available information at each reporting date. Actual results may differ from the estimates.

The areas involving a higher degree of judgement or complexity, or where assumptions and estimates are significant to the financial statements, are disclosed below:

Recoverability of exploration and evaluation assets

The Group capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the Directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded.

Valuation of share options

The Group makes a judgment in determining the appropriateness of the pricing model to value its share options and performance rights. The Company uses a Black Scholes pricing model where non-market conditions exist and binominal tree and Monte Carlo simulation where market conditions exist. Inherent in the use of the models are estimates around the inputs used in the models as disclosed. These estimates are made with reference to market data and sources.

Environmental provision

A provision has been made for the present value of anticipated costs of the remediation work that will be required to comply with environmental and legal obligations.

in legislation, changes in technology, the timing of future cash flows and the appropriate risk-free discount rate. A change in any, or a combination, of these assumptions used to determine current provisions could have a material impact to the provision. At each reporting date, the rehabilitation and mine closure cost provision is remeasured to reflect any changes in discount rates and timing or amounts of costs to be incurred. Such changes in the estimated liability are accounted for prospectively from the date of the change and added to, or deducted from, the related asset, subject to recoverability

Business combinations

As discussed in note 35, business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the Group taking into consideration all available information at the reporting date. Fair value adjustments on the finalisation of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortisation reported.

Going concern

The directors believe it is appropriate to prepare the consolidated financial report on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

As at 30 June 2024, the Group had current assets of $45,969,000 (2023: $6,745,000), including cash and cash equivalents of $37,818,000 (2023: $6,016,000), and current liabilities of $21,876,000 (2023: $2,204,000).

Management has prepared cash flow forecasts for the next twelve months which contemplate future capital raisings or other transactions for the delivery of exploration projects as currently forecast. Based on these forecasts and funding requirements, the Directors anticipate the Group will be able to meet its commitments and pay its debts as and when they fall due, while meeting its objectives of rapidly exploring its projects as forecast.

The Directors are satisfied that there is a reasonable basis to conclude that the Group has options available to manage liquidity, including one or a combination of, a placement of shares, option conversion, rights issues, joint venture arrangements, sale of certain assets or a change in the Company’s expenditure profile and thus it is appropriate to prepare the consolidated financial report on a going concern basis.

In the event that all of the funding options available to the Group don’t transpire and there is no change to the forecasted spending pattern, there may be material uncertainty about whether it would be able to continue as a going concern and, therefore, realise its assets and discharge its liabilities in the normal course of business at the amounts stated in the financial report. The financial statements do not include any adjustment relating to the recoverability or classification of recorded asset amounts or to the amounts or classification of liabilities that might be necessary should the Group not be able to continue as a going concern.

Functional and presentation currency

The consolidated financial statements are presented in Australian dollars ( AUD ), which is FireFly's functional and presentation currency. The functional currency of the Group 's significant foreign operations is Canadian dollars ( CAD ).

Rounding of amounts

The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.

The value of the rehabilitation provision is based on a number of assumptions with significant judgement including the nature of rehabilitation activities required, estimates of the cost of performing the work, changes

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Note 3. Material Accounting Policy Information

The accounting policies that are material to the Group are set out either in the respective notes or below. The accounting policies adopted are consistent with those of the previous financial year, unless otherwise stated.

New or amended Accounting Standards and Interpretations

The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ( AASB ) that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.

Parent entity information

In accordance with the Corporations Act, these consolidated financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 30.

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of FireFly as at 30 June 2024 and the results of all subsidiaries for the year then ended. FireFly and its subsidiaries together are referred to in these financial statements as the 'Group'.

Note 3. Material accounting policy information (continued)

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest, and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.

Foreign currency translation

Foreign currency transactions and balances

Foreign currency transactions are translated into Australian dollars ( AUD ) using the exchange rates prevailing at the dates of the transactions and foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction and non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the profit or loss component of the statement of profit or loss and other comprehensive income, except where they are deferred in equity as a qualifying cash flow or net investment hedge.

Foreign operations

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:

  • Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)

  • Exposure, or rights, to variable returns from its involvement with the investee

  • The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

  • The contractual arrangement(s) with the other vote holders of the investee

  • Rights arising from other contractual arrangements

  • The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income, and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income ( OCI ) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

On consolidation, the assets and liabilities of foreign operations are translated into AUD using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into AUD using the average exchange rates for the period, which approximate the rates at the dates of the transactions. Exchange differences arising on translation for consolidation are recognised in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognised in profit or loss.

Interest

Interest income is recognised as the interest accrues on the financial asset carried at amortised cost.

Classification and measurement of financial assets

The Group initially measures a financial asset at fair value adjusted for transaction costs (where applicable). These are then subsequently measured at amortised cost, fair value through profit or loss, or fair value through other comprehensive income.

A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.

Financial assets at fair value through profit or loss is comprised of equity securities which are held for trading and which the group has not irrevocably elected at initial recognition to recognise at fair value through other comprehensive income.

Financial assets at fair value through other comprehensive income include equity investments which the Group intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.

Note 4. Operating Segments

Identification of reportable operating segments

The Group is organised into three operating segments based on the Group's exploration and evaluation project geographic locations as follows:

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Note 4. Operating Segments (continued)

  • Green Bay Project – Copper and Gold in Newfoundland and Labrador, Canada

  • Pickle Crow Gold Project - Gold in Ontario, Canada

  • Limestone Well Project - Vanadium in Western Australia

Unallocated items comprise corporate balances and transactions which includes those items supporting the business during the year, and items that cannot be directly attributed to each segment.

Operating segment information

2024 Limestone
Well
Pickle Crow
Project
Green Bay
Project
WA
Ontario Newfoundland
Australia
Canada
Canada Unallocated
Total
$'000
$'000
$'000
$'000
$'000
Limestone
Well
Pickle Crow
Project
Green Bay
Project
WA
Ontario Newfoundland
Australia
Canada
Canada Unallocated
Total
$'000
$'000
$'000
$'000
$'000
Loss before income tax benefit
Income tax benefit
Loss after income tax benefit
Assets
Segment assets
Total assets
Liabilities
Segment liabilities
Total liabilities
2023
-
(192)
(8,943)
(14,728)
(23,863)
-
(192)
(8,943)
(14,728)
(23,863)
914
75,372
138,123
34,603
1,413
(22,450)

249,012
-
856
36,870
5,554
249,012

43,280
43,280
Loss before income tax expense -
(227)
-
(3,251)
(3,478)
(3,478)
Income tax expense
Loss after income tax expense
Assets
-
(3,478)
Segment assets
Total assets
Liabilities
774
74,537
-
10,588

85,899
85,899
Segment liabilities
Total liabilities
-
1,884
-
2,487

4,371
4,371

Accounting policy for operating segments

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ( CODM ). The CODM is comprised of the Executive Team and is responsible for the allocation of resources to operating segments and assessing their performance.

Note 5. Other income

2024
2023
$'000
$'000
Rental income
Net fair value gains on financial assets at fair value through profit or loss
Other income
Other income
396
260
47
-
27
-
470
260

Group service arrangements

The Group entered into service arrangements for part of the office premises during the year ended 30 June 2023. These have original terms of six years less one day, on terms consistent with the head lease agreement. All service arrangements include a clause to enable upward revision of the charges on an annual basis according to prevailing market conditions, in addition to a 4% fixed increase. The Group received payment of rental income of the shared office space of $396,000 (2023: $260,000). Future minimum amounts receivable under non-cancellable operating service arrangements at 30 June are as follows:

2024
2023
$'000
$'000
Annual service arrangement starting fee – subject to 4% increase per year
Note 6. Finance expenses
315
303
2024
2023
$'000
$'000
Unwinding of deferred consideration discount (note 21)
Unwinding of rehabilitation provision discount (note 20)
Interest on lease liabilities (note 19)
Other
Note 7. Income tax
308
-
516
-
182
95
39
-
1,045
95
2024
2023
$'000
$'000
Numerical reconciliation of income tax benefit and tax at the statutory rate
Loss before income tax benefit
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible expenses
Accounting income not included in assessable income
Foreign subsidiary rate variance
Prior year under-provision
Other deductible expenses
Deferred tax assets from current year tax losses not brought to account
Income tax benefit
(23,863)
(3,478)
(7,159)
(1,043)
4,305
1,352
(14)
(761)
92
-
145
-
-
(36)
1,218
488
(1,413)
-

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ANNUAL REPORT 2024

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Note 7. Income tax (continued)

Note 7. Income tax (continued)
2024
$'000
2023
$'000
Recognised deferred tax assets and liabilities
The tax effected items that give rise to significant portions of the deferred income tax
assets and deferred income tax liabilities as at the end of the financial year are
presented below:
Deferred income tax assets
Tax losses
Capital leases
Provisions
Investment tax credits
Deferred income tax liabilities
Fixed assets
Foreign exchange movements
Net recognised deferred tax liability
Deferred tax assets not recognised
Deferred tax assets not recognised comprises temporary differences attributable to:
Deductible temporary differences
Attributable to tax losses
Total deferred tax assets not recognised
1,716
-
125
-
1,199
-
1,502
-
4,542
-
(19,580)
-
(110)
-
(19,690)
-
(15,148)
-
26,393
86
16,507
7,631
42,900
7,717

Note 8. Loss per share

Note 8. Loss per share
2024
2023
$'000
$'000
Loss after income tax
Non-controlling interest
Loss after income tax attributable to the owners of FireFly
(22,450)
(3,478)
-
(1)
(22,450)
(3,479)
Number
Number
Weighted average number of ordinary shares used in calculating basic loss per share
Weighted average number of ordinary shares used in calculating diluted loss per
share
326,680,022
143,931,296
326,680,022
143,931,296
Cents
Cents
Basic loss per share
Diluted loss per share
(6.87)
(2.42)
(6.87)
(2.42)

The Company had 1,466,667 vested share options (2023: 10,600,002) and 3,850,272 vested and unexercised performance rights (2023: 21,333) outstanding at 30 June 2024, on a post-consolidation basis. Options and performance rights on issue at reporting date could potentially dilute loss per share in the future. The effect in the current year is to reduce the loss per share hence they are considered anti-dilutive and as such have been excluded in the calculation of loss per share of the Company for years ended 30 June 2024 and 2023.

The weighted average number of shares at 30 June 2023 has been restated for the effect of 15 to 1 share consolidation completed on 7 December 2023.

Note 9. Cash, cash equivalents and restricted cash

Deferred tax assets have not been recognised in respect of tax losses because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom. Recoverability of tax losses is subject to satisfying either the Continuity of Ownership Test or the Business Continuity Test in accordance with the tax legislation requirements.

Accounting policy for income tax

The income tax expense/(benefit) for the year comprises current income tax expense/(benefit) and deferred income tax expense/(benefit). Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted at reporting date. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Current and deferred income tax expense/(benefit) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available.

No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Note 9. Cash, cash equivalents and restricted cash
2024
2023
$'000
$'000
Current assets
Cash at bank
Cash on deposit
Non-current assets
Restricted cash
10,866
5,948
26,952
68
37,818
6,016
5,216
-
43,034
6,016

Accounting policy for cash, cash equivalents and restricted cash

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less.

Restricted cash represents term deposits and guaranteed investment certificates held as security against the Group’s reclamation and closure liabilities associated with the Green Bay Copper-Gold Project and cash deposit held as security against the Group’s Bank Guarantee Facility.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised, or liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised. The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

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Note 10. Cash flow information

Reconciliation of loss after income tax to net cash from/(used in) operating activities

2024
2023
$'000
$'000
Loss after income tax benefit for the year
Adjustments for:
Depreciation and amortisation
Share-based payments
Unwinding of the discount on provisions
Net loss on disposal of plant and equipment
Net fair value gain on financial assets
Net foreign currency loss
Other
Change in operating assets and liabilities:
Decrease in trade and other receivables
Increase in other assets
Increase/(decrease) in trade and other payables
Increase in provisions
Decrease in deferred tax liabilities
Net cash from/(used in) operating activities
(22,450)
(3,478)
1,353
252
9,827
215
824
-
46
-
(47)
-
66
36
33
-
207
4,559
(2,709)
(323)
555
(132)
56
147
(1,413)
-
(13,652)
1,276

Note 12. Inventory

Note 12. Inventory
2024 2023
$'000 $'000
Consumables 650 -

Accounting policy for inventories

The balance of consumables is stated at the lower of cost and net realisable value. Cost is comprised of purchase and delivery costs, net of rebates and discounts received or receivable.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion (if applicable) and the estimated costs necessary to make the sale.

Note 13. Financial assets at fair value through profit or loss

2024
2023
$'000
$'000
Current assets
Ordinary shares and warrants
Reconciliation
Opening fair value
Additions through acquisition
Revaluation increments
Closing fair value
2,865
-
-
-
2,818
-
47
-
2,865
-

Note 11. Trade and other receivables

Note 11. Trade and other receivables
2024
2023
$'000
$'000
Trade and other receivables
Accrued interest
Net goods and services taxation receivable
125
326
141
-
2,581
89
2,847
415

Net goods and services taxation receivable is primarily comprised of refunds due from the Canada Revenue Agency for net input tax credits totalling $2,474,000.

Allowance for expected credit losses

The investment relates to the acquisition of 50 million common shares and 3,648,069 warrants in TSX Venture Exchange ( TSXV ) listed Maritime Resources Corp as part of the Group’s port access agreement with Maritime Resources Corp.

Accounting policy for financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss is comprised of equity securities which are held for trading and which the group has not irrevocably elected at initial recognition to recognise at fair value through other comprehensive income.

An independent valuation of the warrants was obtained using the Black-Scholes option pricing methodology.

Refer to note 26 for further information on fair value measurement.

There were no significant credit losses on trade and other receivables, therefore no provision has been recognised at 30 June 2024 (2023: nil).

Note 14. Other assets

Accounting policy for trade and other receivables

The Group applies the expected credit loss model prescribed by AASB 9 Financial Instruments to trade and other receivables. Trade receivables and other receivables, which generally have 30–90-day terms, are recognised initially at fair value and subsequently at amortised cost, less provisions for expected credit losses.

Note 14. Other assets
2024
2023
$'000
$'000
Prepayments
Security deposits
1,646
172
143
142
1,789
314

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ANNUAL REPORT 2024

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Note 15. Plant and equipment

Note 15. Plant and equipment Note 15. Plant and equipment
2024
2023
$'000
$'000
Plant and equipment - at cost
2,425
462
Less: Accumulated depreciation
(854)
(176)
1,571
286
Buildings and camp - at cost
1,156
606
Less: Accumulated depreciation
(306)
(124)
850
482
Mill - at cost
19,879
-
Less: Accumulated depreciation
(950)
-
18,929
-
21,350
768
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Plant and
Buildings
equipment
and camp
Mill
Total
$'000
$'000
$'000
$'000
2,425
462
(854)
(176)
1,571
286
1,156
606
(306)
(124)
850
482
19,879
-
(950)
-
18,929
-
21,350
768
194
432
-
626
178
119
-
297
(88)
(75)
-
(163)
2
6
-
8
286
482
-
768
178
62
-
240
1,923
533
20,884
23,340
(678)
(182)
(950)
(1,810)
(92)
(45)
(1,005)
(1,142)
(46)
-
-
(46)

Accounting policy for property, plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. The carrying amount of plant and equipment is reviewed annually to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed based on the greater of value in use and fair value less cost of disposal.

All fixed assets are depreciated on a straight-line basis over their useful lives to the economic entity commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets are:

Plant and equipment 20% - 50% Buildings and camp 10% - 20% Mill 4% - 6%

Note 16. Exploration and evaluation assets

Note 16. Exploration and evaluation assets
By area of interest 2024
2023
$'000
$'000
Non-current assets
Limestone Well
Pickle Crow
Green Bay
Gold Hunter
915
774
74,320
75,636
75,040
-
24,141
-
174,416
76,410

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Exploration
and
evaluation
assets
$'000
Balance at 1 July 2022
Capitalised expenditure at cost
Write-down of rehabilitation provision1
Foreign currency translation
Balance at 30 June 2023
Capitalised expenditure at cost
Additions through acquisitions:
Green Bay Project2
Gold Hunter Project3
Foreign currency translation
Balance at 30 June 2024
63,905
15,110
(3,865)
1,260
76,410
24,049
56,372
23,878
(6,293)
174,416
  1. During the year ended 30 June 2023, a revised estimate of the rehabilitation provision for the Pickle Crow Gold project was made to reflect the Company’s responsibility for early exploration and associated structures. Refer to note 20.

  2. Refer to note 35 for details of the Green Bay acquisition.

  3. Pursuant to an agreement dated 21 December 2023, FireFly entered into an agreement to acquire 169 square kilometres of land in Canada from Gold Hunter Resources Inc ( Gold Hunter ). The acquisition area is strategically located in relation to the Group's Green Bay project in Newfoundland and Labrador Province. The consideration included CAD $0.5 million in cash and the issue of FireFly shares as shown in note 22.

The acquisition was completed on 26 March 2024. Gold Hunter transferred its 100% ownerships in the Rambler and Tilt Cove projects, along with the rights to the Marwan project, to its subsidiary 1451366 B.C. Ltd. Through a share purchase agreement, 1451366 B.C. Ltd’s issued capital was acquired by FireFly’s subsidiary, 1470199 B.C. Ltd, and the CAD $0.5 million cash payment for the Marwan project option was completed. 1451366 B.C. Ltd was subsequently amalgamated into 1470199 B.C. Ltd.

As the transaction is for the acquisition of mining rights only, without any business processes or outputs available, nor any reserves or resources recognised, this was not considered a business combination in accordance with AASB 3 Business Combinations . It has been accounted for as an asset acquisition with the costs of acquisition of rights to explore, including transaction costs relating to the acquisition, being capitalised as an exploration and evaluation asset.

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the Statement of Profit or Loss and Other Comprehensive Income.

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Note 16. Exploration and evaluation assets (continued)

Pickle Crow Gold Project

On 26 August 2021, the Group completed Stage 2 of the earn in of the Pickle Crow Gold Project, increasing the Company’s shareholding of PC Gold Inc. (which owns the Pickle Crow Project) by 19% from 51% to 70%. The Group continues to consolidate PC Gold Inc. at 30 June 2024 and has recorded a non-controlling interest for 30% of its net assets and gain/loss in the year.

The Group has the option to acquire an additional 10% equity interest in PC Gold, exercisable any time, by paying First Mining Gold Corp. C$3,000,000 in cash.

Limestone Well

In October 2021, the Company executed a binding term sheet with Mithril Resources Ltd (ASX: MTH) for the acquisition of the Limestone Well Vanadium-Titanium project for cash consideration of $500,000. The successful completion of the acquisition dissolved the existing joint venture. FireFly now holds a 90% interest in the project with the sole, exclusive and irrevocable option to purchase the remaining 10% interest from Mithril Resources for consideration of $10,000,000.

Accounting policy for exploration and evaluation assets

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest.

These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves.

Accumulated costs in relation to an abandoned area are written off in full against profit in the year in which the decision to abandon the area is made.

When production commences, the accumulated costs for the relevant area of interest are amortised over the life of the area according to the rate of depletion of the economically recoverable reserves.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Note 17. Right-of-use assets

The Group has lease contracts in its operations in addition to the head office lease contract. The lease terms are from one to six years.

are from one to six years.
2024
2023
$'000
$'000
Plant and equipment - right-of-use
Less: Accumulated depreciation
3,767
2,409
(1,706)
(433)
2,061
1,976

Note 17. Right-of-use assets (continued)

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

are set out below:
Plant and
equipment
$'000
Balance at 1 July 2022
Additions
Exchange differences
Depreciation expense
Balance at 30 June 2023
Acquisition of FireFly Metals Canada Ltd
Additions
Depreciation expense
Exchange differences
Balance at 30 June 2024
275
2,002
1
(302)
1,976
53
1,222
(1,155)
(35)
2,061

Depreciation expense for right-of-use assets utilised in exploration and evaluation activities of $822,000 (2023: $80,000) has been capitalised to exploration and evaluation assets. Depreciation for the corporate office lease of $333,000 (2023: $222,000) has been expensed.

Accounting policy for right-of-use assets

The right-of-use assets comprise the initial measurement of the corresponding lease liability, any lease payments made at or before the commencement date and any initial direct costs. The subsequent measurement of the right-of-use assets is at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the shortest.

Where a lease transfers ownership of the underlying asset or the costs of the right-of-use asset reflect the Group intention to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset.

Note 18. Trade and other payables

Note 18. Trade and other payables
2024
2023
$'000
$'000
Trade payables
Accrued expenses
Other payables
2,260
1,385
1,141
346
564
74
3,965
1,805

Refer to note 25 for further information on financial instruments and risk management.

Accounting policy for trade and other payables

Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services received by the Group during the period which remains unpaid. The balance is recognised as a current liability and are normally paid within 30 days to 45 days of recognition.

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Note 19. Lease liabilities

Note 19. Lease liabilities
2024
2023
$'000
$'000
Current liabilities
Lease liability
Non-current liabilities
Lease liability
636
251
1,367
1,588
2,003
1,839

The movements during the period are as follows:

The movements during the period are as follows:
Lease
Liabilities
$'000
Balance at 1 July 2022
Additions
Accretion of interest
Payments
Exchange differences
Balance at 30 June 2023
Acquisition of FireFly Metals Canada Ltd
Additions
Accretion of interest
Payments
Exchange differences
Balance at 30 June 2024
71
2,002
95
(328)
(1)
1,839
41
1,222
182
(1,438)
157
2,003

Interest incurred on lease liabilities of $182,000 (2023: $95,000) has been expensed and is included in Finance Expenses.

The Group had total cash outflows for leases of $1,438,000 (2023: $423,000) during the year.

Refer to note 25 for further information on financial instruments and risk management.

Accounting policy for lease liabilities

At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present, a right-of-use asset and a corresponding liability are recognised by the Group where the Group is a lessee. However, all contracts that are classified as short-term leases and leases of low-value assets are recognised as an operating expense on a straight-line basis over the term of the lease.

Initially, the lease liability is measured at the present value of the lease payments still to be paid at the commencement date. The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the Group uses an incremental borrowing rate.

Note 19. Lease liabilities (continued)

Lease payments included in the measurement of the lease liability are as follows:

  • fixed lease payments less any lease incentives;

  • variable lease payments that depend on index or rate, initially measured using the index or rate at the commencement date;

  • the amount expected to be payable by the lessee under residual value guarantees;

  • the exercise price of purchase options if the lessee is reasonably certain to exercise the options;

  • lease payments under extension options, if the lessee is reasonably certain to exercise the options; and

  • payments of penalties for terminating the lease, if the lease term reflects the exercise of options to terminate the lease.

Note 20. Provisions

Note 20. Provisions
2024
2023
$'000
$'000
Current liabilities
Employee benefits
Non-current liabilities
Rehabilitation obligations
240
148
4,889
579
5,129
727

Environmental reclamation – rehabilitation obligations

The provision represents the present value of estimated costs of the remediation work that will be required to comply with environmental and legal obligations. The Company has an obligation to undertake decommissioning, restoration, rehabilitation, and environmental work when the environmental disturbance is caused by exploring and developing a mineral property. The liability was estimated based on management’s interpretation of current regulatory requirements and is recognised at the present value of such costs based on discounted cashflow analysis over the expected mine life or anticipated timing of outflows.

Pickle Crow Gold Project

In the prior year, the Company received a letter from the Ontario Ministry of Mines advising that the associated financial assurance and closure costs for historic mining hazards were not the responsibility of the Company. As such, a revised estimate of the provision was made to reflect the Company’s responsibility for early exploration and associated structures.

As at 30 June 2024, the Company's best estimate of the expenditure required to settle the rehabilitation obligation for the Pickle Crow Gold Project is $558,000 (2023: $579,000).

Green Bay Copper-Gold Project

The environmental reclamation provision for the Green Bay Copper-Gold Project is $4,331,000 (2023: $nil). The nature of these restoration activities includes dismantling and removing structures, rehabilitation of mines and tailings facilities, dismantling operating facilities, closure of plant and waste sites, and restoration, reclamation and revegetation of affected areas. The provision relates to restoration of all three sites associated with the Ming Mine project (mill, mine and port sites) and rehabilitation is expected to be incurred at the end of the Mine’s expected mine life of 15 years. The discount rate used in the calculation of the provision at 30 June 2024 was 4.61%.

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Note 20. Provisions (continued)

Movements in provisions

Movements in the Group's environmental reclamation provision are set out below:

Movements in provisions
Movements in the Group's environmental reclamation provision are set out below:
2024 Environmental
reclamation
$'000
Carrying amount at the start of the year
Additions through business combinations (note 35)
Unwinding of discount
Translation differences
Carrying amount at the end of the year
579
4,024
516
(230)
4,889

Accounting policy for provisions

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured.

Note 21. Other current liabilities (continued)

Flow-Through Shares

Flow-through shares may be issued for Canadian projects to finance a portion of an exploration or evaluation program and development expenditure. A flow-through share agreement transfers the tax deductibility of qualifying resource expenditures to investors. On issuance, the Company divides the flow-through share into: i) a flow-through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognised as a liability, and ii) issued capital.

Share capital for shares issued is recognised at fair value with the residual value, or flow-through share premium, recognised as current flow-through share premium liabilities. At initial recognition the sale of tax deductions is deferred and presented as other liabilities in the balance sheet as the entity has not yet fulfilled its obligations to pass on the tax deductions to the investor. Upon expenses being incurred, the Company derecognises the liability and the premium is recognised as other income.

Note 22. Share capital

On 7 December 2023, FireFly completed the consolidation of its issued capital on a 15 to 1 basis. The following note is prepared on a post-consolidated basis.

Accounting policy for employee benefits

Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to reporting date. Employee benefits that are expected to be wholly settled within one year are measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year are measured at the present value of the estimated future cash outflows to be made for those benefits. Those cash flows are discounted using market yields on high quality corporate bonds with terms to maturity that match the expected timing of cash flows.

In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements.

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, and long service leave as they are earned.

The current provision for employee benefits includes accrued annual and long-service leave.

Note 21. Other current liabilities

Note 21. Other current liabilities
2024
2023
$'000
$'000
Deferred consideration
Flow-through share premium liability
14,526
-
2,509
-
17,035
-

Deferred consideration

As disclosed in note 35, deferred consideration for the Green Bay Project, comprising cash payment of $7.5 million and the issue of shares in FireFly to the value of $7.5 million, is due for settlement within eighteen months of the acquisition date.

The present value of the deferred consideration liability as at the date of acquisition of $14,218,000 was measured by applying a discount rate of 4.29% to the outflows, with unwinding of the discount to 30 June 2024 of $308,000 recorded in finance expenses.

note is prepared on a post-consolidated basis.
2024 2023 2024 2023
Shares Shares $'000 $'000
Ordinary shares - fully paid 480,707,962 154,189,087 250,992 100,284
Movements in ordinary share capital
Details Date Shares $'000
Balance 1 July 2022 137,820,145 89,836
Shares issued 12,000,000 9,000
Exercise of options 4,000,000 1,625
Exercise of performance rights 35,609 38
Shares issued as part of acquisition of PC Gold Inc. 333,333 275
Transaction costs - (490)
Balance 30 June 2023 154,189,087 100,284
Issue of placement shares 223,423,981 98,689
Shares issued as part of acquisition of Rambler Metals and Mining
Canada Limited and 1948565 Ontario Inc. 40,000,000 15,000
Shares issued in connection with the Gold Hunter asset acquisition 33,760,862 22,958
Issue of flow-through shares 18,028,903 13,506
Exercise of options 8,466,668 6,486
Exercise of performance rights 2,800,000 1,197
Issue of STI shares 36,929 17
Rounding from 15:1 consolidation 1,532 -
Flow-through share premium - (2,509)
Transaction costs - (4,636)
Balance 30 June 2024 480,707,962 250,992

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

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Note 22. Share capital (continued)

Share buy-back

There is no current on-market share buy-back.

Capital risk management

The Company's policy is to maintain a capital base to maintain investor, creditor, and market confidence and to sustain future development of the business. Capital consists of ordinary shares and retained earnings (or accumulated losses). The Board manages the capital of the Group to ensure that the Group can fund its operations and continue as a going concern. There are no externally imposed capital requirements.

Accounting policy for issued capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Note 23. Reserves

Note 23. Reserves
2024
2023
$'000
$'000
Share-based payments reserve
Foreign currency reserve
Other reserves
9,947
6,550
(2,604)
3,895
(10,050)
(9,386)
(2,707)
1,059

Note 23. Reserves (continued)

Movements in reserves

Movements in each class of reserve during the current and previous financial year are set out below:

Share
based
payment
Foreign
currency
Other
reserve
reserve
reserve
Total
$'000
$'000
$'000
$'000
7,308
3,013
(5,258)
5,063
-
882
-
882
215
-
-
215
690
-
-
690
(1,625)
-
-
(1,625)
(38)
-
-
(38)
-
-
(4,128)
(4,128)
6,550
3,895
(9,386)
1,059
-
(6,499)
-
(6,499)
1,270
-
-
1,270
(6,486)
-
-
(6,486)
(1,197)
-
-
(1,197)
(17)
-
-
(17)
-
-
(664)
(664)
9,827
-
-
9,827
9,947
(2,604)
(10,050)
(2,707)
Balance at 1 July 2022
Foreign currency translation
Share options expense
Cash from options issued
Exercise of options
Exercise of performance rights
Non-controlling interest of capitalised exploration and evaluation
Balance at 30 June 2023
Foreign currency translation
Cash from options issued
Transfer of reserve upon exercise of options
Transfer of reserve upon exercise of performance rights
Transfer of reserve upon issue of STI shares
Non-controlling interest
Share based payments expense
Balance at 30 June 2024

Share-based payments reserve

The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.

Foreign currency reserve

The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to AUD. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.

Note 24. Accumulated losses

Note 24. Accumulated losses
2024
2023
$'000
$'000
(41,750)
(38,271)
(22,450)
(3,479)
(64,200)
(41,750)
Accumulated losses at the beginning of the financial year
Loss after income tax benefit for the year
Accumulated losses at the end of the financial year

Other reserves - Transactions with non-controlling interests

This reserve is used to record the differences which may arise as a result of transactions with non-controlling interests that do not result in a loss of control.

Note 25. Financial instruments and risk management

Financial risk management objectives

The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk.

The Board has overall responsibility for the establishment and oversight of the Group’s risk management framework

The Group’s principal financial instruments comprise cash and short-term deposits, other receivables, investments, trade and other payables and lease liabilities. The Group has various other creditors, which arise directly from its operations. It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken.

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Note 25. Financial instruments and risk management (continued)

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Foreign currency risk

The Group statement of financial position can be affected by movements in the CAD/AUD exchange rates. The results and balances of the Group are impacted by movements in AUD/CAD exchange rate as most costs incurred from exploration and evaluation activities are denominated in Canadian dollars.

Managing the exposure to foreign exchange risk is achieved by regularly monitoring the net exposure to ensure it is kept to an acceptable level by buying foreign currency at spot rates where necessary to address short-term anticipated cash flows.

There was no significant foreign currency gain or loss recorded in the Group during the current or prior financial years.

Price risk

The Group's exposure to equity securities price risk arises from investments held by the Group and classified in the statement of financial position as at fair value through profit or loss. The investee is listed on the TSXV and shares were recorded at market value at 30 June 2024, with warrants recorded at the amount of an independent valuation. A 10% movement in the share price at 30 June 2024 would have increased or decreased the loss of the Group by $286,000, with a corresponding decrease/increase in equity.

Interest rate risk

The Group's exposure to market risk for changes in interest rates relates primarily to the Group's cash deposits. As at the reporting date, the Group had the following interest bearing cash at bank balances and the respective range of interest rates:

Note 25. Financial instruments and risk management (continued)

The Group holds the majority of its cash and cash equivalents with banks and financial institution counterparties with acceptable credit ratings of A1+ or above. As part of managing its credit risk on cash and cash equivalents, funds are held across a number of Australian and Canadian banks.

The maximum exposure to credit risk at the end of the reporting period was as follows:

2024 2023
$'000 $'000
Cash and cash equivalents (note 9) 37,818 6,016

Liquidity risk

Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.

The Group manages liquidity risk by monitoring forecast cash flows, only investing surplus cash with major financial institutions; and comparing the maturity profile of financial liabilities with the realisation profile of financial assets.

The Board meets on a regular basis to analyse financial risk exposure and evaluate treasury management strategies in the context of the most recent economic conditions and forecasts. The Board’s overall risk management strategy seeks to assist the Group in managing its cash flows.

The Group currently has a lease contract for its head office with a lease term of six years.

All other financial liabilities are expected to be settled within 12 months.

Fair value of financial instruments

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.

Accounting policy for financial instruments

respective range of interest rates:
2024 2024 2023 2023
Interest rate Balance Interest rate Balance
% $'000 % $'000
Cash and cash equivalents 0.00 to 5.20 37,818 0.00 to 3.35 6,016

The Group does not account for any fixed rate financial assets or liabilities at fair value through profit or loss.

The following table illustrates the impact of a movement of 100 basis points in variable interest rates, with all other variables held constant:

2024 2024 2023 2023
Effect on Effect on Effect on Effect on
Group loss equity Group loss equity
$'000 $'000 $'000 $'000
100bp increase 378 378 60 60
100bp decrease (378)
(378)
(60) (60)

The Group has no loans or borrowings.

Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off.

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss, which are measured initially at fair value.

Subsequent measurement of financial assets and financial liabilities are described below. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled, or expires.

Classification and measurement of financial assets

The Group initially measures a financial asset at fair value adjusted for transaction costs (where applicable). These are then subsequently measured at fair value through profit or loss, amortised cost, or fair value through other comprehensive income.

The Group’s financial assets of cash and cash equivalents and trade and other receivables are classified as ‘financial assets at amortised cost’. This is unchanged from prior year.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group and arises principally from the Group’s receivables and term deposits.

In order for a financial asset to be classified and measured at amortised cost, it needs to give rise to cash flows that are ‘solely payments of principal and interest’ ( SPPI ) on the principal amount outstanding. This

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Note 25. Financial instruments and risk management (continued)

assessment is referred to as the SPPI test and is performed at an instrument level. Balances within receivables do not contain impaired assets, are not past due and are expected to be received when due.

Due to the short-term nature of these receivables, their carrying value approximates fair value.

Impairment

Expected credit losses ( ECLs ) are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive. For trade and other receivables, the Group has not recorded an ECL given amounts are low risk with respect to collection.

Classification and measurement of financial liabilities

The Group’s financial liability is trade and other payables recognised initially at fair value. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Due to the short-term nature of these payables, their carrying value approximates fair value. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at fair value through profit or loss, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).

All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.

Note 26. Fair value measurement

Fair value hierarchy

For all fair value measurements and disclosures, the Group uses the following to categorise the method used:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

  • Level 3: Unobservable inputs for the asset or liability

The Group’s financial instruments were primarily valued using market observable inputs (Level 2), with the exception of financial assets measured through profit and loss (Level 1). There were no transfers between levels during the financial year.

Note 27. Share based payments

Note 27. Share based payments (continued)

Options

The following table illustrates the number and weighted average exercise prices ( WAEP ) of, and movements in, share options during 30 June 2023 and 2024 on a post-consolidation basis:

Number of
options
WAEP
Number of
options
WAEP
2024
2024
2023
2023
Number of
options
WAEP
Number of
options
WAEP
2024
2024
2023
2023
Outstanding at the beginning of the financial year
Exercised
Lapsed
Outstanding at the end of the financial year
Exercisable at the end of the financial year
10,600,002
$0.2580
(8,466,668)
$0.1500
(666,667)
$1.8750
1,466,667
$0.1500
1,466,667
$0.1500

14,733,334
$0.2340

(4,000,000)
$0.1725

(133,332)
$0.1500

10,600,002
$0.2580

10,600,002
$0.2580

The table below illustrates the movements in share options for the 30 June 2024 and 2023 financial years on a post-consolidation basis:

Grant dateExpiry date
Exercise
price
(cents)
$
Balance at 1
July 2023
Granted
Exercised
Lapsed/
forfeited/
other
Balance at
30 June
2024
Vested
23/01/2020 23/01/2025
0.150
09/03/2020 23/01/2025
0.150
30/04/2021 14/04/2024
1.875

Grant date Expiry date
Exercise
price
(cents)
$

2,333,335
-
(866,668)
-
1,466,667
1,466,667

7,600,000
-
(7,600,000)
-
-
-

666,667
-
-
(666,667)
-
-
10,600,002
-(8,466,668)
(666,667)
1,466,667
1,466,667
Balance 1
July 2022
Granted
Exercised1
Lapsed
Balance 30
June 2023
Vested
23/01/2020 23/01/2025
0.150
09/03/2020 09/03/2023
0.150
09/03/2020 09/03/2023
0.165
09/03/2020 09/03/2023
0.180
09/03/2020 09/03/2023
0.195
09/03/2020 09/03/2023
0.210
09/03/2020 09/03/2023
0.225
09/03/2020 23/01/2025
0.150
30/04/2021 14/04/2024
1.875

2,466,667
-
-
(133,332)
2,333,335
2,333,335

2,000,000
- (2,000,000)
-
-
-

400,000
-
(400,000)
-
-
-

400,000
-
(400,000)
-
-
-

400,000
-
(400,000)
-
-
-

400,000
-
(400,000)
-
-
-

400,000
-
(400,000)
-
-
-

7,600,000
-
-
-
7,600,000
7,600,000

666,667
-
-
-
666,667
666,667
14,733,334
-(4,000,000)
(133,332) 10,600,002 10,600,002
  1. The weighted average share price at the date of exercise of the options was $0.48 (2023: $1.11).

The share based payment expense included within the statement of profit or loss consisted of the following:

2024 2023
$'000 $'000
Performance rights expensed 9,827 215

In addition, the Company has issued shares as part of the consideration for acquisition of a business and assets, as shown in note 22. As the value of the assets acquired in the Gold Hunter acquisition could not be estimated reliably, the value has been determined indirectly by reference to the value at the date of acquisition of the shares issued.

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Note 27. Share based payments (continued)

Performance rights

Set out below are summaries of performance rights granted under the Equity Incentive Plan and the Employee Securities Incentive Plan over ordinary shares which are granted for nil cash consideration and have nil exercise prices. The summaries below are presented on a post-consolidation basis.

Number of rights
2024
2023
Outstanding at the beginning of the financial year
Granted
Exercised
Lapsed/expired
Outstanding at the end of the financial year
Vested and exercisable at the end of the financial year
2,932,076
1,850,987
35,060,011
1,112,067
(2,800,000)
(30,978)
(1,778,468)
-
33,413,619
2,932,076
3,850,272
21,333

During the period, the Company granted 35,060,011 performance rights (2023: 1,112,067) to employees and consultants with various vesting conditions. 27,326,668 were issued to KMP (2023: nil) as detailed in the remuneration report.

During the period, the Company recorded a share-based payment expense of $9,827,000 (2023: $215,000) equivalent to the total fair value of the performance rights amortised straight-line over any existing vesting period or service period. In this respect, the Company has assessed the probability of whether each individual will achieve the performance milestones and meet any service condition criteria.

Note 27. Share based payments (continued)

Details of performance rights granted during the year are set out below:

Fair value of
performance
right at grant
date Total Value
Tranche Number Grant date Expiry date $'000
$
$'000
K 5,720,000 11/10/2023 28/10/2028
20
0.450 2,574
L 5,720,000 11/10/2023 28/10/2028
20
0.450 2,574
M 5,720,000 11/10/2023 20/10/2028 0.428 2,445
N 3,333,333 23/11/2023 15/12/2028 0.485 1,617
O 3,333,333 23/11/2023 15/12/2028 0.447 1,490
P 500,000 17/09/2023 20/10/2028 0.495 248
Q 500,000 17/09/2023 20/10/2028 0.495 248
R 333,334 17/09/2023 20/10/2028 0.477 159
S 2,333,337 22/02/2024 31/01/2029 0.397 927
T 2,900,002 22/02/2024 31/01/2029 0.510 1,479
U 2,900,002 22/02/2024 31/01/2029 0.510 1,479
V 166,667 10/04/2024 31/01/2029 0.796 133
W 383,334 10/04/2024 31/01/2029 0.810 311
X 383,334 10/04/2024 31/01/2029 0.810 311
Y 166,667 29/04/2024 31/01/2029 0.865 144
Z 333,334 29/04/2024 31/01/2029 0.870 290
AA 333,334 29/04/2024 31/01/2029 0.870 290

The following table illustrates the number of, and movements in, performance rights during the year:

Grant date
Expiry date
Balance at 1
July 2023
Granted
Exercised2
Lapsed/
forfeited/
other
Balance at
30 June 2024
Vested
30/04/2021
14/04/2026
01/03/2021
03/05/2026
01/05/2021
03/05/2026
18/10/2021
04/11/2026
22/06/2022
22/06/2027
16/12/2022
22/06/2027
16/12/2022
30/07/2027
18/04/2023
30/06/2026
20/06/2023
20/06/2028
11/10/2023
20/10/2028
23/11/2023
15/12/2028
17/09/2023
20/10/2028
22/02/2024
31/01/2029
10/04/2024
31/01/2029
29/04/2024
31/01/2029
1,000,000
-
-
-
1,000,000
1,000,000
33,334
-
-
-
33,334
33,334
20,000
-
-
-
20,000
20,000
33,334
-
-
-
33,334
13,334
733,334
-
-
(550,000)
183,334
66,667
133,334
-
-
(66,666)
66,668
-
533,335
-
-
(233,334)
300,001
-
405,405
-
-
(88,468)
316,937
316,937
40,000
-
-
-
40,000
40,000
-
17,160,000
(2,800,000)
(840,000)
13,520,000
2,360,000
-
6,666,666
-
-
6,666,666
-
-
1,333,334
-
-
1,333,334
-
-
8,133,341
-
-
8,133,341
-
-
933,335
-
-
933,335
-
-
833,335
-
-
833,335
-
2,932,076
35,060,011
(2,800,000)
(1,778,468)
33,413,619
3,850,272

Note 2: The weighted average share price at the date of exercise of the performance rights was $0.825.

The total value has been recognised straight line over the service period or vesting condition. Vesting conditions are set out below.

Tranche Vesting conditions

K MRE Milestone 11
L MRE Milestone 22
M VWAP condition4of $0.60per Share
N Both of the following:
- VWAP condition4of $1.05 per Share
- 3years’ continuous employment with the Company.
O Both of the following:
- VWAP condition4of $1.50 per Share
- 3years’ continuous employment with the Company.
P Both of the following:
- MRE Milestone 35
- Service condition3: 15 September 2024.
Q Both of the following:
- MRE Milestone 46
- Service condition3: 15 September 2024.
R Both of the following:
- VWAP condition4of $0.60 per Share
- Service condition3: 15 September 2024.
S Both of the following:
- VWAP condition4of $0.75 per Share
- Service condition3: 31 January2027.

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Note 27. Share based payments (continued)

Tranche Vesting conditions
T Both of the following:
- MRE Milestone 35
- Service condition3: 31 January2027.
U Both of the following:
- MRE Milestone 46
- Service condition3: 31 January2027.
V Both of the following:
- VWAP condition4of $0.75 per Share
- Service condition3: 31 January2027.
W Both of the following:
- MRE Milestone 35
- Service condition3: 31 January2027.
X Both of the following:
- MRE Milestone 46
- Service condition3: 31 January2027.
Y Both of the following:
- VWAP condition4of $0.75 per Share
- Service condition3: 31 January2027.
Z Both of the following:
- MRE Milestone 35
- Service condition3: 31 January2027.
AA Both of the following:
- MRE Milestone 46
- Service condition3: 31 January2027.
  1. MRE Milestone 1: The Company announcing a Joint Ore Reserves Committee (JORC) 2012 compliant Mineral Resource with a minimum grade of at least 1.0% Copper Equivalent located within any of the Company’s projects within Newfoundland as follows: - Less than 40M tonnes - 0% vesting - at 40M tonnes - 50% vesting - at 42.5M tonnes - 75% vesting - at 45M tonnes - 100% vesting - Pro-rata vesting between above points

  2. MRE Milestone 2: The Company announcing a Joint Ore Reserves Committee (JORC) 2012 compliant Mineral Resource with a minimum grade of at least 1.0% Copper Equivalent located within any of the Company’s projects within Newfoundland as follows: - Less than 45M tonnes - 0% vesting - at 50M tonnes - 50% vesting - at 55M tonnes - 75% vesting - at 60M tonnes - 100% vesting - Pro-rata vesting between above points

  3. Service condition: A requirement to maintain continuous employment with the Company up to and including the date noted in the schedule.

  4. VWAP condition: The share price of the Company’s Shares as traded on the ASX achieving the specified VWAP per Share or more over 20 consecutive trading days on which the Company’s Shares have actually traded.

  5. MRE Milestone 3: The Company announcing a Joint Ore Reserves Committee (JORC) 2012 compliant Mineral Resource with a minimum grade of at least 1.0% Copper Equivalent at the Ming Mine on or before 31 January 2027 as follows: - Less than 40M tonnes - 0% vesting

  6. at 40M tonnes - 50% vesting

    • at 42.5M tonnes - 75% vesting - at 45M tonnes - 100% vesting
  7. Pro-rata vesting between above points

  8. MRE Milestone 4: The Company announcing a Joint Ore Reserves Committee (JORC) 2012 compliant Mineral Resource with a minimum grade of at least 1.0% Copper Equivalent at the Ming Mine on or before 31 January 2027 as follows:

Note 27. Share based payments (continued)

  • Less than 45M tonnes - 0% vesting

    • at 50M tonnes - 50% vesting - at 55M tonnes - 75% vesting
  • at 60M tonnes - 100% vesting

  • Pro-rata vesting between above points

Accounting policy for share-based payments

The Group operates equity-settled share-based remuneration plans for its employees. During the year, certain performance rights were issued with a cash-settlement alternative. As it is at the Board’s discretion to determine the settlement mechanism, the Company is not considered to have a present obligation to settle in cash and these transactions have been accounted for in accordance with the requirements applying to equity-settled share-based payment transactions. None of the Group’s share-based payments are accounted for as cash-settled share-based payments. The Group may also issue shares to acquire assets or as consideration for business combinations.

Goods and services are measured directly at the fair value of the goods or services received unless that fair value cannot be estimated reliably, in which case the value is determined indirectly by reference to the fair value of the equity instruments granted.

Where employees are rewarded using share- based payments, the fair values of employees’ services are determined indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date and recognised over the period of service during which the employees become unconditionally entitled to the performance rights.

Non-market based conditions

The fair value of the performance rights at grant date excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). These non-market vesting conditions are included in assumptions about the number of performance rights that are expected to vest. At each statement of financial position date, the entity revises its estimate of the number of performance rights that are expected to vest. The share-based payment expense recognised each period considers the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the statement of profit or loss and other comprehensive income with a corresponding adjustment to equity.

Market based conditions

The estimated fair value of the performance rights was determined using a combination of analytical approaches, Black-Scholes Option Pricing methodology, binominal tree and Monte Carlo simulation where market conditions exist. The fair value estimation takes into account the exercise price, the effective life of the right, the impact of dilution, the share price at grant date, expected price volatility of the underlying share, the effect of additional market conditions, the expected dividend yield, estimated share conversion factor and the risk-free interest rate for the term of the right.

Upon exercise of options or performance rights, the proceeds received (if any) net of any directly attributable transaction costs are allocated to share capital, along with the attributable portion of the share based payment reserve.

Note 28. Related party transactions

Parent entity

FireFly Metals Ltd is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in note 31.

Key management personnel

Disclosures relating to key management personnel are set out in note 29 and the remuneration report

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Note 28. Related party transactions (continued)

included in the Directors' report.

Transactions with related parties

The following transactions occurred with related parties:

Belltree Corporate Pty Ltd

Belltree Corporate Pty Ltd ( Belltree Corporate ), a company of which Mr Naylor is a Director and holds a 30% indirect interest in, provided company secretarial services to the Group (provided by Maddison Cramer) during the year ended 30 June 2024 totalling $96,000 (2023: $76,750). Mr Parsons also holds a 20% indirect interest in Belltree Corporate. The balance outstanding at 30 June 2024 was $nil.

Fees and commercial terms are reviewed with consideration to prevailing market rates and terms on an arm’s length basis by the CEO and approved by Board, with Mr Parsons and Mr Naylor abstaining.

Exia IT Pty Ltd

Exia IT Pty Ltd, a company of which Belltree Corporate is a 50% shareholder, provided IT services and supplied IT equipment to the Group during the year ended 30 June 2024 totalling $146,267 (2023: $62,114). As noted above, Mr Naylor and Mr Parsons each have an interest in Belltree Corporate. The balance outstanding at 30 June 2024 was $12,559.

Fees and commercial terms are reviewed with consideration to prevailing market rates and terms on an arm’s length basis by the CEO and approved by Board, with Mr Parsons and Mr Naylor abstaining.

Blue Leaf Corporate Pty Ltd

Blue Leaf Corporate Pty Ltd ( Blue Leaf ), a company of which Mr Naylor is a director and controlling shareholder, provided accounts payable services to the Group during the year ended 30 June 2024 totalling $28,000 (2023 including company secretarial services no longer provided: $55,500), which is not included in KMP remuneration. The balance outstanding at 30 June 2024 was $nil. Blue Leaf no longer provides services to the Company.

Loans to/from related parties

There were no loans to or from related parties at the current and previous reporting date.

Note 29. Key management personnel disclosures

Compensation

The aggregate compensation made to directors and other members of key management personnel of the Group is set out below:

Group is set out below:
2024
2023
$
$
Short-term employee benefits
Post-employment benefits
Share-based payments
1,223,994
1,120,425
110,112
108,905
9,138,541
(48,827)
10,472,647
1,180,503

Note 30. Parent entity information

Set out below is the supplementary information about the parent entity.

Set out below is the supplementary information about the parent entity.
Statement ofprofit or loss and other comprehensive income Parent
2024
2023
$'000
$'000
Loss after income tax
Total comprehensive loss
Statement of financialposition
(19,439)
(1,846)
(19,439)
(1,846)
Parent
2024
2023
$'000
$'000
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Share capital
Other reserves
Accumulated losses
Total equity
126,273
68,695
224,936
70,759
18,781
569
20,079
569
250,992
102,148
9,947
4,685
(56,082)
(36,643)
204,857
70,190

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2024 and 30 June 2023.

Material accounting policy information

The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 3, except that investments in subsidiaries and associates are accounted for at cost, less any impairment, in the parent entity.

Note 31. Group Information

Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following whollyowned subsidiaries in accordance with the accounting policy described in note 3:

Ownership interest Ownership interest
Principal place of business / 2024 2023
Name Country of incorporation % %
Monax Alliance Pty Ltd Australia 100.00% 100.00%
Auteco Minerals (Canada) Pty Ltd Australia 100.00% 100.00%
Western Vanadium Pty Ltd Australia 100.00% -
Canadian Metals Pty Ltd Australia 100.00% -
Revel Resources (JV Projects) Ltd Canada 100.00% 100.00%
Revel Resources Ltd Canada 100.00% 100.00%
FireFly Metals Canada Ltd Canada 100.00% -
1948565 Ontario Inc. Canada 100.00% -
1470199 B.C. Ltd Canada 100.00% -

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Note 31. Group Information (continued)

Non-controlling interest

Note 33. Contingent liabilities

There are no material contingent liabilities as at 30 June 2024.

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary with non-controlling interests in accordance with the accounting policy described in note 3:

Note 34. Commitments

Parent Non-controlling interest Non-controlling interest
Ownership
Ownership
Ownership Ownership
Principal place of business / interest interest interest interest
Country of 2024 2023 2024 2023
Name incorporation % % % %
PC Gold Inc. Canada 70.00%
70.00%
30.00% 30.00%

On 26 August 2021, the Company completed the Stage 2 Earn in of the Pickle Crow Gold Project, increasing its interest to 70%. The Company now has the option to acquire an additional 10% equity interest in PC Gold by paying First Mining Gold Corp. CAD$3 million in cash.

Summarised financial information

Summarised financial information of the subsidiary with non-controlling interests that are material to the Group are set out below:

Group are set out below:
2024
2023
$'000
$'000
Summarised statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Summarised statement of profit or loss and other comprehensive income
Revenue
Expenses
(Loss)/profit before income tax expense
Income tax expense
(Loss)/profit after income tax expense
Other comprehensive (loss)/income
Total comprehensive (loss)/income
Other financial information
Profit attributable to non-controlling interests
Comprehensive (loss)/income attributable to non-controlling interest
-
-
72,693
73,695
72,693
73,695
-
-
536
579
536
579
72,157
73,116
7
14
(8)
(10)
(1)
4
-
-
(1)
4
(3,171)
976
(3,172)
980
-
1
(952)
293

Note 32. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by Ernst & Young Services Pty Ltd, the auditor of the Company:

Services Pty Ltd, the auditor of the Company:
2024 2023
$ $
Audit services - Ernst & Young Services Pty Ltd
Audit or review of the financial statements 137,471 86,053
2024
2023
$'000
$'000
Minimum expenditure requirements to retain tenure to mining tenements
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
743
963
665
1,163
1,408
2,126

Mining Tenements

In order to maintain current rights of tenure to mining tenements, the Group will be required to perform exploration work to meet the minimum expenditure requirements. This expenditure will only be incurred should the Group retain its existing level of interest in its various exploration areas and provided access to mining tenements is not restricted. These obligations will be fulfilled in the normal course of operations, which may include exploration and evaluation activities.

Note 35. Business combinations

On 19 October 2023, FireFly (the acquirer) acquired 100% of the voting shares and took control of Rambler Metals and Mining Canada Limited and 1948565 Ontario Inc. for total consideration equal to $65.1 million ($64.3 million at fair value), reflective of a combination of cash and shares. The purchase occurred through the sales and investment solicitation process ( SISP ) ordered by the Supreme Court of Newfoundland and Labrador in Canada as part of restructuring proceedings under the Companies’ Creditors Arrangement Act (Canada) ( CCAA ). On 20 October 2023, the name of Rambler Metals and Mining Canada Limited was changed to FireFly Metals Canada Ltd.

FireFly Metals Canada Ltd and 1948565 Ontario Inc. hold a portfolio of properties including the Green Bay Copper-Gold (acquired when in care and maintenance) and Little Deer/Whalesback projects on the Baie Verte Peninsula in Newfoundland and Labrador, Canada, which encompasses the Ming underground mine, Nugget Pond processing facility, Goodyear’s Cove port facility, and associated infrastructure. As the acquiree was deemed to have substantive business processes in place with the ability to convert inputs to outputs, the acquisition has been treated as a business combination under Australian Accounting Standards. The acquisition of the Green Bay Copper-Gold project diversifies FireFly’s commodity base and positions the Company as a leading high-grade copper-gold explorer and developer in North America.

The consideration was comprised of unconditional upfront payments of $35 million in cash, payment of specified arrears of $0.1 million and shares in FireFly to the value of $15 million, followed by an additional $7.5 million cash payment and further shares in FireFly to the value of $7.5 million within 18 months. The portion of consideration that is due within eighteen months has been discounted to present value to recognise the liability at acquisition date. Unwinding of the discount is to be recognised progressively as a finance expense.

The acquisition has been accounted for using the acquisition method. The consolidated financial statements include the integration of the FireFly Metals Canada Ltd and 1948565 Ontario Inc. accounts from 19 October 2023 to 30 June 2024.

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Note 35. Business combinations (continued)

Provisional values of the identifiable assets and liabilities were disclosed in the 31 December 2023 half-year report as the initial accounting was incomplete as at that date. The accounting for the acquisition has subsequently been finalised, based on new information about facts and circumstances that existed at the acquisition date.

acquisition date.
Fair value
$'000
Cash and cash equivalents
Other receivables and other assets
Inventories
Property, plant and equipment
Right-of-use assets
Exploration and evaluation assets
Restricted cash
Trade payables
Annual leave provision
Lease liability
Reclamation and closure liability
Deferred tax liability
Acquisition date fair value of the total consideration transferred
Representing:
Cash and arrears paid
Shares issued to vendor
Cash payable
Shares payable to the value of $7.5 million
Cash used to acquire business, net of cash acquired:
Acquisition date fair value of the total consideration transferred
Less: cash and cash equivalents
Net cash used
766
718
763
23,340
53
56,372
5,130
(1,303)
(55)
(41)
(4,024)
(17,391)
64,328
35,110
15,000
7,109
7,109
64,328
35,110
(766)
34,344

From the date of acquisition, FireFly Metals Canada Ltd and 1948565 Ontario Inc. have together incurred a net loss after income tax of $3,273,000 recognised in the consolidated statement of profit and loss and $21,450,000 in capitalised development and exploration costs. Had the acquisition occurred at the beginning of the financial year, the loss after income tax of the combined entity for the current reporting period would have been $25,828,000. No revenue has been generated during the period since acquisition.

Transaction costs of $4,016,000 have been expensed and are included in Business Development Expenses in the statement of profit or loss and are part of the operating cash flows in the statement of cash flows.

Measurement period adjustments

As at 30 June 2024, the following measurement period adjustments have been made to the provisional values of assets and liabilities at acquisition that were disclosed in the Company’s 31 December 2023 half-year report:

Note 35. Business combinations (continued)

  • Ore stockpile of $1,337,000 has been determined not to be recoverable and has been fully impaired.

  • Reclamation and closure liability has been increased by $531,000 to reflect the obligations that existed at the date of acquisition.

  • The value of exploration and evaluation assets has been increased by $6,168,000 following further assessment.

  • The deferred tax liability has been increased by $1,542,000 following finalisation of the other asset and liability acquisition values and further analysis by tax advisors.

  • Upon finalisation of the valuation of non-current assets with reference to market determined valuation multiples and discounted cashflow analysis, the Group determined a project fair value which did not give rise to either goodwill or a discount on acquisition.

Accounting policy for business combinations

The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.

The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.

On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting policies and other pertinent conditions in existence at the acquisitiondate.

Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.

Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any noncontrolling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.

Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.

Note 36. Events after the reporting period

No matter or circumstance has arisen since 30 June 2024 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

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ANNUAL REPORT 2024

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Consolidated Entity Disclosure Statement

As at 30 June 2024

Country of Ownership Foreign
Entity name Entity type incorporation interest % Tax residency jurisdiction
FireFly Metals Ltd Body Corporate
Australia
N/A Australia -
Monax Alliance Pty Ltd
Auteco Minerals (Canada) Pty Ltd
Body Corporate
Body Corporate

Australia

Australia
100.00%
100.00%
Australia
Australia
-
-
Canadian Metals Pty Ltd Body Corporate
Australia
100.00% Australia -
Western Vanadium Pty Ltd Body Corporate
Australia
100.00% Australia -
Revel Resources (JV Projects) Ltd Body Corporate
Canada
100.00% Foreign Canada
Revel Resources Ltd
PC Gold Inc.
Body Corporate
Body Corporate

Canada

Canada
100.00%
70.00%
Foreign
Foreign
Canada
Canada
FireFly Metals Canada Ltd
1948565 Ontario Inc.
Body Corporate
Body Corporate

Canada

Canada
100.00%
100.00%
Foreign
Foreign
Canada
Canada
1470199 B.C. Ltd Body Corporate
Canada
100.00% Foreign Canada

Directors’ Declaration

  • (1) In the opinion of the Directors of FireFly Metals Ltd:

  • (a) the consolidated financial statements and notes thereto, and the Remuneration Report contained within the Directors’ Report are in accordance with the Corporations Act 2001 , including;

    • (i) complying with Accounting Standards, the Corporation Regulations 2001 (Cth) and other mandatory professional reporting requirements; and

    • (ii) giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its

      • performance for the financial year ended on that date.
  • (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and

  • (c) the consolidated entity disclosure statement on page 100 is true and correct.

  • (2) The Directors have been given the declarations by the Managing Director and Chief Financial Officer required by section 295A of the Corporations Act 2001 (Cth) for the financial year ended 30 June 2024.

  • (3) The Directors draw attention to the notes to the consolidated financial statements, which include a statement of compliance with International Financial Reporting Standards.

This declaration is made in accordance with a resolution of the Directors.

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Stephen Parsons Managing Director 5 September 2024

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Independent Auditor’s Report

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Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843

Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au

Independent auditor’s report to the members of FireFly Metals Ltd

Report on the audit of the financial report

Opinion

We have audited the financial report of FireFly Metals Ltd (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as at 30 June 2024, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes to the financial statements, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:

  • a. Giving a true and fair view of the consolidated financial position of the Group as at 30 June 2024 and of its consolidated financial performance for the year ended on that date; and

  • b. Complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to Note 1 of the financial report, which describes the principal conditions that raise doubt about the Group’s ability to continue as a going concern. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Group ‘s ability to continue as a going concern. Our opinion is not modified in respect to this matter.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related going concern section, we have determined the matters described below to be the key audit matters to be communicated in our Report. For each matter below, our description of how our audit addressed the matter is provided in that context.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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Page 2

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial report section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial report.

Acquisition of the Green Bay Project

Why significant How our audit addressed the key audit matter
As disclosed in Note 35 to the financial
report, on 19 October 2023, Firefly Metals
Ltd acquired 100% of the voting shares and
took control of Rambler Metals and Mining
Canada Limited (name changed to Firefly
Metals Canada Limited) and 1948565
Ontario Inc for a total consideration of
AUD $64.3 million.
Both companies held a portfolio of
properties including the Green Bay Copper-
Gold (acquired in care and maintenance) and
the Little Deer projects. The acquiree was
deemed to constitute a business under the
Australian Accounting Standards.
The acquisition has been accounted for using
the acquisition method. The consolidated
financial statements include the integration
of Firefly Metals Canada Limited and
1948565 Ontario Inc from 19 October 2023
to 30 June 2024.
The accounting for the acquisition as at
30 June 2024 has been finalised.
We consider this to be a key audit matter
because of the significant of the transaction
to the Group and the judgement and
estimates involved in the determination of
the fair values of the acquired assets and
liabilities at the acquisition date.
Our audit procedures included the following:
Assessed the Group's determination of the
acquisition date of the business combination and
the conclusion that Firefly Metals Ltd was the
acquirer in the acquisition transaction.
Assessed the Group's determination that the
acquisition represents a business combination in
accordance with AASB3 and engaged our
internal IFRS specialists in assessing the Group's
position.
Assessed the completeness and measurement of
the consideration paid.
Assessed the final purchase price allocation
accounting for assets and liabilities acquired at
their fair values on acquisition date;
Tested the working capital balances, including
cash, inventory, receivables and payables at the
acquisition date;
In conjunction with our valuation specialists, we:

Assessed whether the valuation
methodology used by the Group to measure
the fair value of the acquired property, plant
and equipment, exploration and evaluation
assets and mine properties, was in
accordance with the requirements of
Australian Accounting Standards

Where applicable, evaluated the
reasonableness of key input assumptions
including discount rates and forecast
commodity prices underpinning the fair
value assessment with reference to a
variety of reputable third-party forecasts,
peer information and market data

Where applicable, evaluated the
reasonableness of reserve and resource
tradingmultiples underpinningthe fair

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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Page 3

Why significant How our audit addressed the key audit matter assessment of exploration and evaluation assets.

  • Carrying out sensitivity analysis for changes in key inputs

  • With the assistance of our tax specialists, we reviewed the tax positions recognised by management as advised by their external experts.

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Evaluating, where applicable, the qualifications, competence and objectivity of the Group’s external and internal experts used to determine its resources, restoration liabilities and taxation positions

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Assessed the adequacy of the financial report disclosure contained in Note 35 of the financial report.

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Carrying value of capitalised exploration and evaluation assets

Why significant

How our audit addressed the key audit matter We evaluated the Group’s assessment as to whether there were any indicators of impairment to require the carrying amount of exploration and evaluation assets to be tested for impairment. Our audit procedures included the following:

As disclosed in Note 16 to the financial report, the Group held capitalised exploration and evaluation assets of $174.4 million as at 30 June 2024.

The carrying amount of exploration and evaluation assets is assessed for impairment by the Group when facts and circumstances indicate that an exploration and evaluation asset may exceed its recoverable amount.

Considered the Group’s right to explore in the relevant exploration area which included obtaining and assessing supporting documentation such as license agreements and correspondence with relevant government agencies.

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The determination as to whether there are any indicators to require an exploration and evaluation asset to be assessed for impairment, involves a number of judgements including whether the Group will be able to maintain tenure, perform ongoing expenditure and whether there is sufficient information for a decision to be made that the area of interest is not commercially viable. During the year, the Group determined that there had been no indicators of impairment.

Considered the Group’s intention to carry out significant exploration and evaluation activities in the relevant exploration area which included assessing whether the Group’s cash-flow forecasts provided for expenditure for planned exploration and evaluation activities, and enquiring with senior management and Directors as to the intentions and strategy of the Group.

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Assessed whether any exploration and evaluation data existed to indicate that the carrying amount of capitalised exploration and evaluation assets is unlikely to be recovered through development or sale

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Given the size of the balance and the judgmental nature of impairment indicator assessments associated with exploration and

Page 4 Page 4
Why significant How our audit addressed the key audit matter
evaluation assets, we consider this a key
audit matter.
Assessed the adequacy of the financial report
disclosure contained in Note 16 of the financial
report.

Information other than the financial report and auditor’s report thereon

The directors are responsible for the other information. The other information comprises the information included in the Company’s 2024 annual report, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the financial report

The directors of the Company are responsible for the preparation of:

  • The financial report (other than the consolidated entity disclosure statement) that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and

  • The consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001; and

for such internal control as the directors determine is necessary to enable the preparation of:

  • The financial report (other than the consolidated entity disclosure statement) that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and

  • The consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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ANNUAL REPORT 2024

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Page 5

Auditor’s responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

  • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.

  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

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Page 6

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on the audit of the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2024.

In our opinion, the Remuneration Report of FireFly Metals Ltd for the year ended 30 June 2024, complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Ernst & Young

Darryn Hall Partner Perth 5 September 2024

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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Additional ASX Information

As at 15 August 2024

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Spread of Holdings

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% of
No. of issued
Rank Holder Name Shares capital
1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 90,733,482 18.87
2 CITICORP NOMINEES PTY LIMITED 51,044,374 10.62
3 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED 49,964,982 10.39
4 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 39,888,109 8.30
5 SYMORGH INVESTMENTS PTY LTD 13,800,000 2.87
6 BNP PARIBAS NOMS PTY LTD 8,659,312 1.80
7 CAMPBELL KITCHENER HUME & ASSOCIATES PTY LTD 6,637,271 1.38
8 PRECISION OPPORTUNITIES FUND LTD 5,520,692 1.15
9 SYMORGH INVESTMENTS PTY LTD 5,449,802 1.13
10 UBS NOMINEES PTY LTD 5,043,320 1.05
11 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 4,710,269 0.98
12 BNP PARIBAS NOMINEES PTY LTD 4,007,069 0.83
13 SYMORGH INVESTMENTS PTY LTD 4,000,000 0.83
14 WARBONT NOMINEES PTY LTD 2,510,242 0.52
15 GOLD LEAF CORPORATE PTY LTD 2,495,239 0.52
16 SENESCHAL (WA) PTY LTD 2,289,654 0.48
17 MR MARCUS RICHARD ALEXANDER HARDEN 1,942,554 0.40
18 MR SAMUEL RICHARD BROOKS 1,893,334 0.39
19 MR JONATHAN JAMES KENT 1,890,000 0.39
20 GOLD LEAF CORPORATE PTY LTD 1,866,667 0.39
Total 304,346,372 63.31
TOTAL SHARES ON ISSUE 480,707,962 100.00

Substantial Holders

Fully Paid Shares

Range Holders Number % of Issued Capital
1 - 1,000 362 179,373 0.04
1,001 - 5,000 1,476 3,855,595 0.80
5,001 - 10,000 770 5,899,014 1.23
10,001 - 100,000 1,881 65,398,617 13.60
100,001 and over 352 405,375,363 84.33
Total 4,841 480,707,962 100.00

Options

Options
Range Holders Number
1 - 1,000 0 0
1,001 - 5,000 0 0
5,001 - 10,000 0 0
10,001 - 100,000 0 0
100,001 and over 1 1,466,667
Total 1 1,466,667

Performance Rights

Total
Performance Rights
1 1,466,667
Range Holders Number
1 - 1,000 0 0
1,001 - 5,000 0 0
5,001 - 10,000 0 0
10,001 - 100,000 17 793,603
100,001 Over 21 32,620,016
TOTAL 38 33,413,619

Unlisted Options

The names of the substantial holders as disclosed in substantial shareholding notices given to the Company are:

Holder Name No. of Shares % of issued capital
BlackRock Group(BlackRock Inc. and subsidiaries) 63,078,747 13.12
TOTAL
Unlisted Options
38 33,413,619
Exerciseprice $ Expiry date Number Holders*
0.15 23/01/2025 1,466,667 1
Total 1,466,667 1

*Details of holders of employee share options are exempt from disclosure under Chapter 4 of the Listing Rules.

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ANNUAL REPORT 2024

Performance Rights

Tranche Expiry date No. of Rights No. of Holders*
A 14/04/2026 333,333 1
B 14/04/2026 333,333 1
C 14/04/2026 333,334 1
B 03/05/2026 21,334 2
C 03/05/2026 32,000 2
AD 04/11/2026 13,334 1
AE 04/11/2026 20,000 1
F 22/06/2027 116,667 1
H 22/06/2027 66,667 1
AF 22/06/2027 66,668 2
AG 30/07/2027 100,002 3
AH 30/07/2027 99,999 2
AI 30/07/2027 66,667 1
AJ 30/07/2027 33,333 1
AK 30/06/2026 316,937 10
AL 20/06/2028 40,000 1
K 20/10/2028 5,720,000 4
L 20/10/2028 5,440,000 3
M 20/10/2028 2,360,000 2
N 15/12/2028 3,333,333 2
O 15/12/2028 3,333,333 2
P 20/10/2028 500,000 1
Q 20/10/2028 500,000 1
R 20/10/2028 333,334 1
S/Y 31/01/2029 2,666,671 20
T/Z 31/01/2029 3,616,670 18
U/AA 31/01/2029 3,616,670 18

*Details of holders of employee performance rights are exempt from disclosure under Chapter 4 of the Listing Rules.

Unmarketable parcels

There were 211 shareholders with less than a marketable parcel of shares, based on the closing price $0.0755.

Restricted and Escrowed Securities

The Company does not have any restricted securities on issue.

There are total of 8,944,774 fully paid ordinary shares subject to voluntary escrow, with escrow expiry dates as follows:

Escrow expiry date No. of Shares
04/06/2025 441,176
02/01/2025 1,133,334
22/12/2024 800,001
13/11/2024 666,667
23/10/2024 5,866,667
10/10/2024 36,929
Total 8,944,774

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Voting Rights

In accordance with the Company’s constitution, on a show of hands every member present in person or by proxy or attorney or duly appointed representative has one vote. On a poll every member present or by proxy or attorney or duly authorised representative has one vote for every fully paid share held. There are no voting rights attached to unexercised options or performance rights.

Corporate Governance Statement

In accordance with Listing Rule 4.10.3, the Company’s Corporate Governance Statement can be found on the Company’s website.

Refer to https://frefymetals.com.au

On-market buy-back

The Company confirms that there is no current on-market buy-back.

Mineral Tenements

Summary of Mineral Tenements held at 15 August 2024

Limestone Well Vanadium Project

Western Australia

PROJECT TENEMENT NO. STATUS INTEREST TENURE HOLDER
Limestone Well E20/846 Granted 90% FireFlyMetals Ltd
Limestone Well E57/1069 Granted 90% FireFlyMetals Ltd
South Australian Projects
South Australia
PROJECT TENEMENT NO. STATUS INTEREST TENURE HOLDER
Kulitjara ELA 2013/168 Application 100% Monax Alliance PtyLtd
Anmuryinna ELA 2013/169 Application 100% Monax Alliance PtyLtd
Poole Hill ELA 2013/170 Application 100% Monax Alliance PtyLtd

Sioux Lookout Projects

Ontario, Canada

PROJECT TENEMENT NO. STATUS INTEREST TENURE HOLDER
604520 to 605119
Trappers Cabin 605437 to 605480 Granted 100% Revel Resources Ltd
Gold Thrust 605481 to 605784 Granted 100% Revel Resources Ltd

Pickle Crow Gold Project

Ontario, Canada (interest 70%)

FireFly has entered into an earn-in agreement with First Mining Gold Corp (TSX:FF) to acquire up to an 80% interest in PC Gold Inc, the 100% holder of the Pickle Crow Gold Project. For further details refer to ASX announcements dated 28 January 2020, 17 February 2020, 13 March 2020, 18 March 2021 and 2 August 2021.

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ANNUAL REPORT 2024

GRANTED TENEMENT NO.

102631 173067 247646 335092 672232
102632 173068 247647 335442 672233
102636 173091 249298 335443 672234
102637 173136 257912 335446 672235
102655 173138 265530 335468 672236
102656 173544 265531 344008 672237
102688 173853 265581 344010 672238
102716 173854 265585 344012 672239
102717 173875 265601 344013 672240
102720 182415 265604 344014 672241
102773 182433 265623 344029 672242
102796 182434 265624 344030 672249
102797 182438 266182 344031 672250
102827 182440 266185 344580 672251
102882 182468 266188 344581 672252
102979 182472 266203 344582 672253
103184 182473 266205 344583 672579
103203 183017 266847 344584 711253
112269 183069 266850 344633 711477
112270 183090 267574 344637 711863
117286 183091 272992 344655 711867
117311 183092 273007 344659 711868
117314 183093 273011 344681 719977
117315 183115 273012 344683 720020
117334 183118 273017 344745 PA 185 (PA 2061)
117335 188411 273572 345282 PA 186 (PA 2062
117935 188414 273618 345328 PA 187 (PA2063)
117936 188415 273619 345347 PA 188 (PA 2064)
117942 188422 273620 345348 PA 189 (PA 2065)
117947 188443 273642 562622 PA 199 (PA 2067)
117948 188444 273643 562636 PA 200 (PA 2068)
117969 188445 273644 562648 PA 201 (PA 2066)
117970 188446 273663 562649 PA 2011
117977 188502 273664 562650 PA 202 (PA 2069)
117998 188519 274255 562651 PA 2062A)
117999 188547 274303 562652 PA 2071e (PA 2071 & PA 2072)
118002 189122 274325 562653 PA 2133
118032 189170 275021 562654 PA 2139
118094 189214 275022 562655 PA 2140
118095 189695 275031 562656 PA 2141
118115 189900 275087 562657 PA 2185
118121 189903 275551 562658 PA 2586
118227 189922 276008 562659 PA 63
118288 189923 285057 562660 PA 637
124493 196962 285058 562661 PA 638
114
124494 196963 285059 562662 PA 639
124495 196967 285060 562663 PA 64
124496 196968 285069 562664 PA 640
124519 196969 285076 562665 PA 644
124522 196984 285088 562666 PA 646
124523 196985 285089 562667 PA 65
125042 196986 285090 562668 PA 66
125043 202396 285091 562669 PA 665 (PA 2073)
125075 203622 285629 562670 PA 666 (PA 2076)
125076 207336 285634 562672 PA 667 (PA 2077)
125145 207590 285635 562673 PA 668 (PA 2075)
125147 207603 285652 562674 PA 669 (PA 2078)
125150 207626 285657 562675 PA 67
125151 207649 285708 562676 PA 670 (PA 2070)
125176 207652 285709 562677 PA 671 (PA 2074)
125177 207653 285732 562678 PA 675
125772 207654 285734 562679 PA 676
125797 207655 285759 562680 PA 677
125837 207657 286396 562681 PA 68
125856 207720 286415 562682 PA 684
127040 208244 287100 562683 PA 685
127041 208316 287122 562684 PA 686
127444 208340 287631 562685 PA 69
135139 208385 292388 562690 PA 696
137058 208401 292389 562765 PA 697
137059 208405 292410 562766 PA 698
137060 208406 292411 562767 PA 699
137199 208936 292412 562768 PA 70
137200 208938 292416 562769 PA 700
137848 209208 292417 562770 PA 701
143310 209914 292431 562771 PA 702
147879 209915 292453 562772 PA 703
151198 210048 292454 562774 PA 704
152985 215596 292455 562776 PA 705
152991 217803 293007 562777 PA 706
152992 217811 293008 562778 PA 707
152993 217812 293009 562779 PA 725
152998 218333 293032 562781 PA 726
153006 218335 293035 572086 PA 727
153007 218362 293058 626535 PA 728
153008 218363 293547 672170 PA 729
153009 218364 293548 672171 PA 730
153012 218365 293675 672172 PA 735
153013 218368 293710 672173 PA 736
153037 218369 294406 672174 PA 737
153039 218381 294432 672175 PA 738

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ANNUAL REPORT 2024

153040 218392 294433 672176 PA 739
153068 218393 305805 672177 PA 740
153615 218448 312407 672178 PA 741
153617 218449 312408 672179 PA 742
153633 218450 312492 672180 PA 743
153740 218470 321608 672194 PA 744
153741 218471 321614 672195 PA 745
153759 218480 321616 672196 PA 746
154984 218481 321617 672197 PA 747
154985 219051 321618 672198 PA 748
155002 219052 321619 672199 PA 749
155022 219053 321622 672200 PA 750
157233 219054 321636 672201 PA 751
157234 219055 321667 672202 PA 755
161424 219145 321669 672203 PA 756
169618 219146 321673 672205 PA 757
169638 219147 321683 672206 PA 758
169639 219166 321699 672207 PA 759
169646 219167 321700 672208 PA 760
169672 220349 322281 672209 PA 761
169674 220350 322284 672210 PA 762
169675 220351 322303 672211 PA 763
169709 225800 322304 672212 PA 773
169710 225801 322361 672213 PA 774
169711 225802 322387 672214 PA 775
170264 225804 322388 672215 PA 776
170269 225818 322949 672216 PA 777
170280 225819 322950 672217 PA 778
170281 225833 322951 672218 PA 779
170302 225834 323594 672219 PA 780
170303 225835 323613 672220 PA 781
170304 226401 323614 672221 PA 90 (PA 2161)
170362 226403 323615 672222 PA 91 (PA 2157)
170363 227038 323616 672223 PA 92 (PA 2158)
170889 227086 323620 672224 PA 93 (PA 2159)
170936 227087 323640 672225 PA 94 (PA 2162)
170957 227106 324716 672226 PA 95 (PA 2163)
171607 227793 325337 672227 PA 96 (PA 2160)
171632 227821 325338 672228
171633 227822 333761 672229
171655 238344 334628 672230
171905 238522 334629 672231

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Green Bay Copper-Gold Project

Newfoundland and Labrador, Canada

PROJECT TENEMENT NO. TENEMENT NO. STATUS INTEREST TENURE HOLDER
Green Bay 023971M Granted 100% FireFly Metals Canada Ltd
022791M
023968M
023175M
027468M
Green Bay 010215M Granted 100% FireFly Metals Canada Ltd (50%)
1948565 Ontario Inc (50%)
Green Bay Crown Land Lease 103359 Granted 100% FireFly Metals Canada Ltd
Crown Land Lease 103388
Crown Land Lease 108189
Crown Land Lease 108691
Mining Lease 140
Mining Lease 141
Mining Lease 188
Surface Lease 163
Green Bay 035654M 026770M 025546M Granted 100% 1470199 B.C LTD
025853M 023732M 031800M
034282M 035487M 030871M
034271M 034399M 027500M
034366M 034902M 019158M
036297M 023708M 020510M
031375M 019026M 032148M
035201M 019060M 025549M
011507M 025548M 025552M
026769M 032685M 025547M

116

117

ANNUAL REPORT 2024

Corporate Directory

FireFly Metals Ltd

ACN 110 336 733 ABN 96 110 336 733

Non-Executive Chairman

Kevin Tomlinson

Non-Executive Directors

Jessie Liu-Ernsting Renée Roberts

Managing Director Stephen Parsons

Executive Director

Michael Naylor

Chief Executive Officer

Darren Cooke

Company Secretary

Maddison Cramer

Registered and Principal Office

Level 2/8 Richardson Street West Perth Western Australia 6005

Website

www.fireflymetals.com.au

Contact

T: +61 8 9220 9030 E: [email protected]

Securities Exchange Listing

ASX Code: FFM

Share Registry

Computershare Investor Services Pty Ltd Level 17, 221 St Georges Terrace Perth Western Australia 6000 T: 1300 850 505 T: +61 3 9415 4000 (International) www.computershare.com.au Investor Centre: www.investorcentre.com

Legal Advisor

Hamilton Locke Central Park Level 39, 152-158 St Georges Terrace Perth Western Australia 6000

Auditor

Ernst & Young 11 Mounts Bay Road Perth Western Australia 6000

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