FireFly Metals Ltd. — Capital/Financing Update 2023

Dec 21, 2023

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ASX FFM
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22 December 2023

ASX Announcement

FireFly agrees to acquire additional ground at Green Bay Copper-Gold Project, Canada

FireFly Metals Ltd (ASX: FFM) ( FireFly or the Company ) is pleased to advise that it has agreed to acquire 169sqkm of addi�onal ground adjacent to its Green Bay copper-gold project from Gold Hunter Resources Inc. (CNSX: HUNT) ( Gold Hunter ), ( Acquisi�on ).

The total purchase price is C$15.5 million, comprising C$500,000 in cash and C$15 million in fully paid ordinary FireFly shares ( Shares ).

VMS mineral district of Newfoundland.

The transac�on is subject to a number of condi�ons precedent, including Gold Hunter obtaining shareholder approval; no�ng the Gold Hunter board will unanimously recommend the transac�on and will be vo�ng their shares in favour of the transac�on.

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

FireFly Metals Ltd ( formerly AuTECO Minerals Ltd)

+61 8 9220 9030 ACN 110 336 733 info@fireflymetals.com.au Principal & Registered Office: www.fireflymetals.com.au Level 2/8 Richardson Street West Perth WA 6005

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Acquisi�on terms

1451366 B.C. Ltd., a wholly owned subsidiary of Gold Hunter, will own at the �me of comple�on a 100% interest in the mineral claims comprising the Rambler and Tilt Cove projects ( Projects ) and the rights to acquire addi�onal claims comprising the Marwan Project. The Company has entered a share purchase agreement with Gold Hunter for the sale and purchase of 100% of the issued capital of 1451366 B.C. Ltd to give effect to the proposed Acquisi�on ( SPA ). The op�on to acquire a 100% interest in the Marwan Project will be assigned to 1451366 B.C. Ltd. and amended such that the only remaining obliga�on to exercise the op�on is the payment of C$500,000 in cash, which will be paid within 30 days of the comple�on of the Acquisi�on.

The material terms of the SPA are summarised below.

Considera�on

The Company has agreed to purchase 100% of the issued capital of 1451366 B.C. Ltd., a wholly owned subsidiary of Gold Hunter, which at the �me of comple�on will own 100% of the Projects and hold an op�on to acquire 100% of the Marwan Project in return for the following considera�on payable on comple�on: 30,290,624 Shares, being C$15,000,000 in fully paid ordinary shares at a deemed issue price equal to the 20-day volume weighted average price of the Company’s Shares on the ASX ( Considera�on Shares ). Contemporaneously with the comple�on of the SPA, the Company will also discharge an exis�ng Gold Hunter liability of C$1.5 million, which will be sa�sfied through the issue of Shares issued on the same terms as the Considera�on Shares.

Condi�ons precedent

The Acquisi�on is subject to various condi�ons precedent ( Condi�ons Precedent ), including:

• (a) Gold Hunter obtaining the approval of its shareholders via a special resolu�on for the sale of all or substan�ally all of the undertaking of Gold Hunter pursuant to Sec�on 301(1) of the Business Corporations Act (British Columbia) at a mee�ng to be convened as soon as reasonably prac�cable, and in any event on or before 15 March 2024, no�ng that the Gold Hunter board will unanimously recommend the transac�on and will be vo�ng their shares in favour of the transac�on;

• (b) Gold Hunter amending and assigning its mineral property op�on agreement with Unity Resources Inc. and others ( Marwan Op�on ) to 1451366 B.C. Ltd;

• (c) Gold Hunter comple�ng its internal reorganisa�on such that 1451366 B.C. Ltd. owns 100% of the Projects at comple�on and holds the rights to acquire the mineral claims the subject of the Marwan Op�on; and

• (d) Gold Hunter obtaining the approval of the Canadian Securi�es Exchange (CSE) with respect to the Acquisi�on.

The SPA otherwise contains terms and condi�ons considered standard for an agreement of this nature.

Further Informa�on

All Shares will be issued using the Company’s available placement capacity under Lis�ng Rule 7.1.

Subject to sa�sfac�on of the Condi�ons Precedent, Company expects the Acquisi�on to complete in February 2024.

ASX FFM

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The Company will use exis�ng cash reserves to fund the exercise of the Marwan Op�on.

-ENDS-

This announcement has been approved for release by the Board of Directors.

ABOUT FIREFLY METALS

FireFly Metals Ltd (formerly AuTECO Minerals Ltd) (ASX:FFM) is an emerging copper-gold company focused on advancing the high-grade Green Bay Copper-Gold project in Newfoundland, Canada. The Company has a strong cash posi�on of A$24M (Sep 2023 Qtr) and a global ins�tu�onal shareholder base.

The Green Bay Copper-Gold Project currently hosts a mineral resource prepared in accordance with Canadian NI 43-101 of 39.2Mt at 2.1% for 811,000t CuEq .[1] The Company has a clear strategy to rapidly grow the copper-gold resource to demonstrate a globally significant copper-gold asset. FireFly has commenced a 40,000m diamond drilling program.

FireFly holds a 70% interest in the high-grade Pickle Crow Gold Project in Ontario. The current Inferred Resource stands at 11.9Mt at 7.2g/t for 2.8Moz gold , with excep�onal discovery poten�al on the 500km[2] tenement holding.

The Company also holds a 90% interest in the Limestone Well Vanadium-Titanium Project in Western Australia.

For further informa�on regarding FireFly Metals Ltd please visit the ASX pla�orm (ASX:AUT) or the Company’s website www.frefymetals.com.au

COMPLIANCE STATEMENTS

Company confirms that the suppor�ng informa�on included in the announcement of 31 August 2023 con�nues to apply and has not materially changed.

Metal equivalents 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. Individual grades for the metals are set out at Appendix A of this announcement. 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 in-situ resource. It is the Company’s view that all elements in the copper equivalent calcula�on have a reasonable poten�al to be recovered and sold.

reported in the Company’s ASX release dated 4 May 2023, �tled “High-Grade Inferred Gold Resource Grows to 2.8Moz at 7.2g/t”.

1 The Company first announced the foreign es�mate for the Green Bay Project on 31 August 2023. The foreign es�mate is prepared in accordance with Canadian Na�onal 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 es�mates in accordance with the JORC Code and it is uncertain that following evalua�on and or further explora�on that a foreign es�mate will be able to be reported in accordance with the JORC Code. Further informa�on on the foreign es�mate is set out in Appendix A.

ASX FFM

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informa�on included in the original announcements and that all material assump�ons and technical parameters underpinning the es�mates in the original announcements con�nue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Persons’ findings are presented have not been materially modified from the original market announcement.

ASX FFM

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APPENDIX A – GREEN BAY COPPER-GOLD PROJECT MINERAL RESOURCES

GREEN BAY COPPER-GOLD PROJECT MINERAL RESOURCES

Ming Deposit as at 31 March 2022

	MEASURED	MEASURED	MEASURED	INDICATED	INDICATED	INDICATED	INFERRED	INFERRED	INFERRED	TOTAL RESOURCE	TOTAL RESOURCE	TOTAL RESOURCE
	Tonnes	Grade	Metal	Tonnes	Grade	Metal	Tonnes	Grade	Metal	Tonnes	Grade	Metal
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

Litle Deer Complex (Litle Deer & Whalesback Mine) as at 31 December 2021

	MEASURED	MEASURED	MEASURED	INDICATED	INDICATED	INDICATED	INFERRED	INFERRED	INFERRED	TOTAL RESOURCE	TOTAL RESOURCE	TOTAL RESOURCE
	Tonnes	Grade	Metal	Tonnes	Grade	Metal	Tonnes	Grade	Metal	Tonnes	Grade	Metal
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		0.1	19koz
Silver	-	-	-		3.4g/t	318koz		2.2g/t	430koz		2.6	748koz

TOTAL MINERAL RESOURCES

	MEASURED	MEASURED	MEASURED	INDICATED	INDICATED	INDICATED	INFERRED	INFERRED	INFERRED	TOTAL RESOURCE	TOTAL RESOURCE	TOTAL RESOURCE
	Tonnes	Grade	Metal	Tonnes	Grade	Metal	Tonnes	Grade	Metal	Tonnes	Grade	Metal
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		0.3	370koz
Silver		3.6g/t	962koz		2.5g/t	1,482koz		2.4g/t	968koz		2.7	3,413koz

1. suppor�ng informa�on included in the announcement of 31 August 2023 con�nues to apply and has not materially changed.

2. Metal equivalents calculated using a copper price of US$8,295/t, gold price of US$1,912/oz and a silver price of US$22.59/oz. 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 calcula�on have a reasonable poten�al to be recovered and sold.

3. FireFly Metals Ltd cau�ons that mineral resources for the Green Bay Copper-Gold project, incorpora�ng the Ming Deposit and Litle Deer Complex, are not reported in accordance with the JORC Code (2012 Edi�on). A Competent Person has not yet completed sufficient work to classify the resources as mineral resources that sa�sfy the guidelines provided in the JORC Code (2012 Edi�on).

4. All resources have been prepared in accordance with Canadian Na�onal Instrument 43-101. Please refer to ASX announcement dated 31 August 2023 for addi�onal technical informa�on rela�ng to the foreign es�mate.

5. uncertain that following evalua�on and or further explora�on that a foreign es�mate will be able to be reported in according with the JORC Code.

ASX FFM

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