UNDERWRITING AGREEMENT

December 5, 2025

FireFly Metals Ltd

Level 2, 8 Richardson St

West Perth, WA 6005

Attention: Michael Naylor, Executive Director

Dear Sir:

Upon and subject to the terms and conditions set forth herein, BMO Nesbitt Burns Inc. ("BMO"), as lead underwriter and sole bookrunner, and RBC Dominion Securities Inc. and Canaccord Genuity Corp. (collectively and together with BMO, the "Underwriters") hereby severally, and not jointly, nor jointly and severally, agree to purchase from FireFly Metals Ltd (the "Company"), and the Company hereby agrees to issue and sell, 19,230,770 Ordinary Shares (as defined herein) (the "Offered Shares") to the Underwriters, at a price of C$1.56 per Offered Share (the "Offering Price") for aggregate gross proceeds of C$30,000,001.20 (the "Offering") on the Closing Date (as defined herein).

The Underwriters shall have an option (the "Option"), which Option may be exercised in the Underwriters' sole discretion and without obligation, to offer for purchase and sale, up to an additional 2,884,615 Ordinary Shares at the Offering Price, for additional aggregate gross proceeds of up to C$4,499,999.40 upon the terms and conditions set forth herein for the purposes of covering over-allotments, if any, and for market stabilization purposes to the extent permitted by applicable Canadian Securities Laws. The Option shall be exercisable by the Underwriters in whole or in part at any time until and including 30 days following the Closing Date, after which time the Option shall be void and of no further force and effect. Unless the context otherwise requires, all references to the "Offering" and "Offered Shares" shall include any securities issued in connection with the exercise of the Option.

The Underwriters understand that the Company is eligible to file, and shall, on the date hereof, prepare and file the Preliminary Prospectus (as defined herein), pursuant to the Passport Procedures (as defined herein), electing the Ontario Securities Commission as the principal regulator, and shall obtain a decision document issued by the Principal Regulator (as defined herein) evidencing that a receipt (or deemed receipt) has been issued for the Preliminary Prospectus in each of the Qualifying Jurisdictions (as defined herein). The Underwriters also understand that the Company shall prepare and will file within the time limits and on the terms set out below the Final Prospectus (as defined herein), and all other necessary documents in order to qualify the Offered Shares for distribution to the public in each of the Qualifying Jurisdictions.

The Offered Shares may be distributed in each of the provinces of Canada, other than Québec (the "Qualifying Jurisdictions") by the Underwriters pursuant to the Final Prospectus. All offers and sales of the Offered Shares in the United States (as defined herein): (i) will be made in accordance with Schedule "B" attached hereto (which schedule is incorporated into and forms part of this Agreement (as defined herein)); (ii) will be conducted in such a manner so as not to require registration thereof under the U.S. Securities Act (as defined herein); and (iii) will be conducted through affiliates of the Underwriters duly registered with the SEC (as defined herein) and the Financial Industry Regulatory Authority, Inc. and in compliance with U.S. Securities Laws (as defined herein). Subject to applicable law, including the Applicable Securities Laws (as defined herein), prior agreement of the Company and the Underwriters, and the terms of this Agreement, the Offered Shares may also be distributed on an exempt basis in other jurisdictions outside Canada and the United States provided that they are lawfully offered and sold on a basis exempt from the prospectus, registration or similar requirements of any such jurisdictions.

The Underwriters may offer the Offered Shares at a price less than the Offering Price as described in further detail in Section 14(c) below, in compliance with Canadian Securities Laws (as defined herein) and, specifically, the requirements of NI 44-101 (as defined herein) and the disclosure concerning the same contained in the Prospectus (as defined herein) and the U.S. Private Placement Memorandum (as defined herein).

The Underwriters understand that the Company will also be conducting an approximately A$16.5 million charity flow-through placement of Ordinary Shares, an approximately A$85 million institutional placement of Ordinary Shares, and up to approximately A$5 million retail share purchase plan of Ordinary Shares (with the ability to accept oversubscription, at the discretion of the board of directors of the Company) as described in the Prospectus (altogether, the “Australian Placement”) concurrently but separately from the Offering. For greater certainty, the Underwriters shall not be obligated to purchase, and the Offering shall not include, any securities to be issued pursuant to the Australian Placement and no commission shall be payable to the Underwriters pursuant to the Australian Placement.

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company agrees to pay to the Underwriters the Commission (as defined herein) as set out in Section 13 below. The obligation of the Company to pay the Commission shall arise at each Closing Time (as defined herein).

The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or other dealers (each, a member of the “Selling Group”) duly qualified in their respective jurisdictions, in each case acceptable to the Company, acting reasonably, as their agents to assist with the Offering and that the Underwriters may determine the remuneration payable by the Underwriters to such other dealers appointed by them. The Underwriters shall require each member of the Selling Group to comply with Applicable Securities Laws in connection with the distribution of the Offered Shares and shall offer the Offered Shares through members of the Selling Group upon the terms and conditions set out in the Final Prospectus and this Agreement.

DEFINITIONS

(a) In this Agreement, in addition to the terms defined above, the following terms shall have the following meanings:

“AAS” means Australian Accounting Standards as issued by the Australian Accounting Standards Board.

“Act” means the Corporations Act 2001 (Cth).

“affiliate”, “associate”, “distribution”, “material change”, “material fact” and “misrepresentation” have the respective meanings ascribed thereto in the Securities Act (Ontario) in effect on the date thereof.

“Agreement” means this agreement, being the agreement resulting from the acceptance by the Company of the offer made by the Underwriters hereby.

“Applicable Securities Laws” means collectively, the applicable securities laws in each of the jurisdictions in which the Offered Shares are offered or sold, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments issued by the Securities Regulators thereunder and the securities legislation of and published policies issued by each other relevant jurisdiction and all applicable rules and policies of the TSX and the ASX.

"ASX" means the Australian Securities Exchange.

"Australian Placement" has the meaning ascribed to such term on the face page of this Agreement.

"Bid Letter" means the letter agreement between the Company and BMO dated December 1, 2025 in respect of the Offering.

"Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Perth, Australia are not open for business.

"Canadian Securities Laws" means collectively, the Applicable Securities Laws in each of the Qualifying Jurisdictions.

"Closing" means the completion of the purchase and sale of the Offered Shares, as contemplated by this Agreement.

"Closing Date" means the day on which the Closing shall occur, being December 17, 2025 or such other date as BMO, on behalf of the Underwriters, and the Company may determine.

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date and Option Closing Date, as applicable, or such other time on the Closing Date or Option Closing Date as the Company and BMO, on behalf of the Underwriters, may determine.

"Commission" has the meaning ascribed to such term in Section 13 hereof.

"Debt Instrument" means any note, loan, bond, debenture, indenture, promissory note, credit facility, or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability to which the Company or the Subsidiaries are a party or to which their property or assets are otherwise bound.

"Distribution Period" means the period commencing on the date of this Agreement and ending on the date on which all of the Offered Shares (including Offered Shares issuable pursuant to the exercise of the Option) have been sold by the Underwriters to the public.

"Documents Incorporated by Reference" means in respect of any of the Offering Documents, the financial statements, management's discussion and analysis, management information circulars, annual information forms, material change reports, marketing materials or other documents issued by the Company, whether before or after the date of this Agreement, that are incorporated by reference or deemed to be incorporated by reference in the Offering Documents, pursuant to Canadian Securities Laws.

"Employee Plans" has the meaning ascribed to such term in Section 3(uu).

"Environmental Laws" has the meaning ascribed to such term in Section 3(nn).

"Environmental Permits" has the meaning ascribed to such term in Section 3(nn).

"Exchanges" means, together, the TSX and the ASX.

"Excluded Transaction" has the meaning ascribed to such term in Section 1(a)(iv).

"Exercise Notice" has the meaning ascribed to such term in Section 7.

"Final Prospectus" means the (final) short form prospectus of the Company, including all of the Documents Incorporated by Reference to be prepared and filed by the Company in accordance with the Passport Procedures and NI 44-101 in the Qualifying Jurisdictions in respect of the Offering.

"Financial Statements" means the Company's audited consolidated financial statements for the year ended June 30, 2025, and the notes thereto, and the auditor's independence declaration and independent auditor's report thereon.

"Final Receipt" means the receipt to be issued by the Principal Regulator, evidencing that a receipt has been, or has been deemed to be, issued for the Final Prospectus in each of the Qualifying Jurisdictions.

"Government Official" means (a) any official, officer, employee, or representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority, (b) any salaried political party official, elected member of political office or candidate for political office, or (c) any company, business, enterprise or other entity owned or controlled by any person described in the foregoing clauses.

"Governmental Authority" means and includes, without limitation, any national, federal, government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing.

"including" means including without limitation.

"Indemnified Parties" has the meaning ascribed to such term in Section 11(a).

"Indemnitor" has the meaning ascribed to such term in Section 11(a).

"Joint Venture Unanimous Shareholders' Agreement" means the joint venture unanimous shareholders' agreement dated June 4, 2021 entered into among First Mining Gold Corp., Revel Resources (JV) Projects Ltd., and PC Gold Inc.

"Leased Premises" means the premises which are material to the Company and which the Company occupies as a tenant.

"Liens" means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy such property or assets.

"Limestone Well Project" means the Limestone Well vanadium project as described in the Offering Documents and Public Disclosure Documents.

"Little Deer Copper Complex" means the Little Deer copper project as described in the Little Deer Technical Report, Offering Documents and Public Disclosure Documents.

"Little Deer Technical Report" means the technical report titled "Technical Report and Updated Mineral Resource Estimate of the Little Deer Complex Copper Deposits, Newfoundland, Canada

Longitude 56° 02'29" W and Latitude 49° 33'55" N UTM NAD83 ZONE 21N 569,330 m E and 5,490,725 m N for Firefly Metals Canada Limited NI 43-101 & 43-101F1 Technical Report Final" with an effective date of June 26, 2024 and prepared by Eugene Puritch, P.Eng., FEC, CET, Jarita Barry, P.Geo. and Timothy Froude, P.Geo.

"Marketing Document" means the term sheet for the Offering dated December 1, 2025 as agreed to between the Company and BMO, on behalf of the Underwriters.

"Marketing Materials" has the meaning ascribed to such term in NI 41-101 and for greater certainty, includes the Marketing Document.

"Material Adverse Effect" means any change, event, occurrence, state of facts, effect or circumstance that, individually or in the aggregate with other such changes, events, occurrences, states of fact, effects or circumstances, is or would reasonably be expected to: (i) be material and adverse to the business, operations, results of operations, assets, properties, capitalization, financial condition or liabilities of the Company and its Subsidiaries, taken as a whole; or (ii) result in a misrepresentation being included any of the Offering Documents.

"Material Agreement" means any Debt Instrument, contract, commitment, agreement, instrument, lease or other document (written or oral), to which the Company or the Subsidiaries are a party and which is material to the Company and the Subsidiaries on a consolidated basis.

"MI 11-102" means Multilateral Instrument 11-102 – Passport System.

"Ming Mine Technical Report" means the technical report titled "National Instrument 43-101 Technical Report, FireFly Metals Ltd., Green Bay Ming Mine Copper-Gold Project, Newfoundland" with an effective date of December 1, 2025 and prepared by Paul Palmer, P. Eng, Brian Thomas, P. Geo, Tommaso Robert Raponi, P. Eng and Michael Job, FAusIMM.

"Ming Mine Project" means the Ming Mine copper-gold project as described in the Ming Mine Technical Report, Offering Documents and Public Disclosure Documents.

"Mining Rights" means all prospecting, exploration, development, ingress, egress, access and surface rights, mining and mineral rights, concessions, claims, licenses, leases, permits, consents, approvals and authorizations in respect of the Properties.

"NI 41-101" means National Instrument 41-101 – General Prospectus Requirements.

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

"NI 44-101" means National Instrument 44-101 – Short Form Prospectus Distributions.

"NP 11-202" means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions.

"OFAC" means the Office of Foreign Assets Control of the U.S. Treasury Department.

"Offered Shares" has the meaning ascribed to such term on the face page of this Agreement.

"Offering" has the meaning ascribed to such term on the face page of this Agreement.

"Offering Documents" means, collectively, the Preliminary Prospectus, the Final Prospectus, any Prospectus Amendment, any Supplementary Material and the Marketing Document.

"Offering Price" has the meaning ascribed to such term on the face page of this Agreement.

"Option" has the meaning ascribed to such term on the face page of this Agreement.

"Option Closing Date" has the meaning ascribed to such term in Section 7.

"Ordinary Shares" means the ordinary shares in the capital of the Company.

"Passport Procedures" means the procedures for review of prospectus filings provided under NP 11-202 and MI 11-102 among the Securities Regulators.

"Permits" has the meaning ascribed to such term in Section 3(11) hereof.

"Permitted Liens" means (i) Liens for taxes and other governmental charges and assessments not yet due or delinquent or being contested in good faith by appropriate proceedings, (ii) Liens imposed by law and incurred in the ordinary course for obligations not yet due or delinquent, (iii) Liens in respect of pledges or deposits under workers' compensation, social security or similar laws, other than with respect to any amounts which are due or delinquent, unless such amounts are being contested in good faith by appropriate proceedings, and (iv) Liens for indebtedness arising in the ordinary course of business which is incurred to pay all or part of the purchase price of any personal or movable property.

"person" includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, partnership, trust, fund, association, syndicate, organization or other organized group of persons, whether incorporated or not, and pronouns have a similar extended meaning.

"Personnel" has the meaning ascribed to such term in Section 11(a) hereof.

"Pickle Crow Project" means the Pickle Crow gold project as described in the Pickle Crow Technical Report, Offering Documents and Public Disclosure Documents.

"Pickle Crow Technical Report" means the technical report titled "NI 43-101 Technical Report Mineral Resource Estimate Pickle Crow Gold Project, Ontario Canada" with an effective date of November 29, 2024 and an amended date of June 11, 2025, and prepared by Brian Fitzpatrick, BSc. (Geology), MAusIMM CP (Geo).

"Preliminary Prospectus" means the preliminary short form prospectus dated as of the date hereof, including all of the Documents Incorporated by Reference, prepared and filed by the Company in accordance with the Passport Procedures and NI 44-101 in the Qualifying Jurisdictions in respect of the Offering.

"Preliminary Receipt" means the receipt issued by the Principal Regulator evidencing that a receipt has been, or has been deemed to be, issued for the Preliminary Prospectus (or Prospectus Amendment thereto), in each of the Qualifying Jurisdictions.

"Principal Regulator" means the Ontario Securities Commission.

"Properties" means, collectively, the Ming Mine Project, the Little Deer Copper Complex, the Pickle Crow Project, the Limestone Well Project, the Tilt Cove Project and all other mineral properties held directly or indirectly by the Company.

"Prospectus" means, collectively, the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment, in each case including all of the Documents Incorporated by Reference.

"Prospectus Amendment" means any amendment to the Preliminary Prospectus or the Final Prospectus, required to be prepared and filed by the Company pursuant to Canadian Securities Laws.

"Public Disclosure Documents" means, collectively, all of the documents which have been filed by or on behalf of the Company during the two-year period prior to the Closing Date with the relevant Securities Regulators pursuant to the requirements of Canadian Securities Laws, including all documents filed on SEDAR+ at www.sedarplus.ca.

"Qualifying Jurisdictions" means each of the provinces of Canada, except for Québec.

"SEC" means the United States Securities and Exchange Commission.

"Securities Regulators" means, collectively, as applicable, the securities commission or similar regulatory authorities in each of the Qualifying Jurisdictions.

"SEDAR+" means the System for Electronic Data Analysis and Retrieval+.

"Selling Group" has the meaning ascribed to such term on the face page of this Agreement.

"Subsidiaries" means, collectively, Auteco Minerals (Canada) Pty Ltd, Revel Resources (JV Projects) Ltd., PC Gold Inc., Canadian Metals Pty Ltd, FireFly Metals Canada Ltd., 1948565 Ontario Inc., Western Vanadium Pty Ltd, Revel Resources Ltd., Monax Alliance Pty Ltd, 1470199 B.C. Ltd., FireFly Metals Ontario Inc. and Tilt Cove Ltd.

"subsidiary" and "subsidiaries" have the meanings ascribed thereto in the Securities Act (Ontario).

"Supplementary Material" means, collectively, any amendment to any of the Offering Documents and any amendment to or supplemental prospectus or ancillary material that may be filed by or on behalf of the Company under Canadian Securities Laws in connection with the Offering.

"Survival Limitation Date" means the later of: (i) the second anniversary of the Closing Date; and (ii) the latest date under Canadian Securities Laws relevant to a purchaser of any Offered Shares (non-residents of Canada being deemed to be resident in the Province of Ontario for such purposes) that a purchaser of Offered Shares may be entitled to commence an action or exercise a right of rescission, with respect to a misrepresentation contained in the Prospectus or, if applicable, any Supplementary Material;

"Taxes" has the meaning ascribed to such term in Section 3(xx).

"Technical Reports" means, collectively, the Ming Mine Technical Report, the Little Deer Technical Report and the Pickle Crow Technical Report.

"Tilt Cove Project" means the Tilt Cove project as described in the Offering Documents and Public Disclosure Documents.

"Transfer Agent" means Computershare Investor Services Inc. in its capacity as transfer agent and registrar of the Company at its principal office in Vancouver, British Columbia.

"TSX" means the Toronto Stock Exchange.

"Underwriters" has the meaning ascribed to such term on the face page of this Agreement.

"Underwriters' Expenses" has the meaning ascribed to such term in Section 9 hereof.

"United States" means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

"U.S. Affiliate" means a United States registered broker-dealer affiliate of an Underwriter.

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

"U.S. Private Placement Memorandum" means the U.S. private placement memorandum, in a form satisfactory to the Underwriters and the Company, each acting reasonably, the preliminary version of which will be attached to a copy of the Preliminary Prospectus and the final version of which will be attached to the Final Prospectus, to be delivered to each offeree and/or purchaser of the Offered Shares in the United States in accordance with Schedule "B" hereto.

"U.S. Securities Act" means the United States Securities Act of 1933, as amended.

"U.S. Securities Laws" means all applicable securities legislation in the United States, including the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws.

"U.S. Supplementary Material" means any Supplementary Material required, in the opinion of the Underwriters and of the Company, each acting reasonably, to be delivered to purchasers or prospective purchasers in the United States with any supplemental, or supplement to the, U.S. Private Placement Memorandum as may be so required.

TERMS AND CONDITIONS

1. Covenants.

(a) Covenants of the Company. The Company hereby covenants to the Underwriters and acknowledges that the Underwriters are relying on such covenants in connection with the purchase of the Offered Shares, that:

(i) Validly Allotted and Issued Securities. The Company will ensure that the Offered Shares are duly and validly issued as fully paid Ordinary Shares.

(ii) Obtain Regulatory Approvals. The Company will ensure that the necessary regulatory consents and approvals from the Exchanges in respect of the Offering are obtained on or prior to the Closing Date.

(iii) Qualification for Distribution. At all times until the completion of the Distribution Period or the date on which the Underwriters have exercised their termination rights pursuant to Section 8, the Company will, to the satisfaction of counsel to the Underwriters, acting reasonably, promptly take or cause to be taken all additional steps and proceedings that may be required from time to time under the Canadian Securities Laws of the Qualifying Jurisdictions to continue to so qualify the Offered Shares and the Option or, in the event

that the Offered Shares or the Option have, for any reason, ceased to so qualify, to again so qualify the Offered Shares and/or the Option.

(iv) Maintain Reporting Issuer Status. The Company will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Canadian Securities Laws in each of the Qualifying Jurisdictions until the date that is two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction (an “Excluded Transaction”) which would result in the Company ceasing to be a “reporting issuer” so long as the holders of Ordinary Shares receive securities of an entity which is listed on a recognized stock exchange in North America and/or Australia, or cash, or the holders of the Ordinary Shares have approved the transaction in accordance with the requirements of applicable corporate laws and Applicable Securities Laws or, in the case of a take-over bid, a sufficient number of Ordinary Shares have been deposited to the bid to enable the bidder to utilize “compulsory acquisition” provisions of applicable law.

(v) Maintain Stock Exchange Listings. Subject to the Company’s board of directors exercise of its fiduciary duty, the Company will use its commercially reasonable efforts to remain listed for trading on the Exchanges, as applicable, for a period of two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any Excluded Transaction.

(vi) Standstill. The Company shall not, directly or indirectly, issue any Ordinary Shares or securities or other financial instruments convertible into or having the right to acquire Ordinary Shares (other than pursuant to the securities issued in connection with the Australian Placement or pursuant to rights or obligations under securities or instruments outstanding as at the date of the Bid Letter or which may be issued at any time pursuant to the Company’s employee securities incentive scheme) or enter into any agreement or arrangement under which the Company acquires or transfers to another person, in whole or in part, any of the economic consequences of ownership of Ordinary Shares, whether that agreement or arrangement may be settled by the delivery of Ordinary Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, for a period from the date of the Bid Letter until 90 days following the Closing Date without prior written consent of BMO, on behalf of the Underwriters, which consent will not be unreasonably withheld. For the avoidance of doubt, the restrictions under this paragraph do not apply to any issue of securities in connection with the Australian Placement or the grant of equity incentive compensation in the ordinary course.

(vii) Lock-Up Agreements. The Company will use commercially reasonable efforts to cause the officers and directors of the Company to execute and deliver lock-up agreements, in favour of the Underwriters, in a form satisfactory to the Company and BMO, on behalf of the Underwriters, acting reasonably, pursuant to which such officers and directors agree not to, directly or indirectly, offer, sell, lend, swap or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with (or publicly announce any intention to do any of the foregoing), through the facilities of any stock exchange, by private placement or otherwise, any Ordinary Shares or other securities of the Company held by them, for a period of 90 days from the Closing Date, unless they first obtain the prior written consent of BMO, on behalf of the Underwriters, which consent shall not be unreasonably withheld or delayed.

(viii) Use of Proceeds. The Company will use the net proceeds from the Offering in accordance with the description set forth under the heading “Use of Proceeds” in the Final Prospectus.

(ix) Due Diligence. The Company will allow the Underwriters and their representatives the opportunity to conduct all due diligence which the Underwriters may reasonably require in order to fulfil their obligations and in order to enable them to responsibly execute the certificates required to be executed by them at the end of each of the Offering Documents, as applicable; and without limiting the scope of the due diligence inquiries the Underwriters may conduct, the Company will participate and cause its auditors and “qualified persons” (as such term is defined in NI 43-101) to participate in one or more due diligence sessions to be held prior to each Closing Time.

(x) Closing Conditions. The Company will fulfil or cause to be fulfilled, at or prior to the Closing Date, the applicable conditions set out in Section 6 hereof.

(xi) Other Filings. The Company will make all necessary filings, obtain all necessary regulatory consents and approvals (if any) and the Company will pay all filing fees required to be paid in connection with the transactions contemplated in this Agreement.

Prospectus Covenants

(xii) Prior to the applicable Closing Time, the Company will allow the Underwriters to participate fully in the preparation of the Offering Documents (other than material filed prior to the date thereof and incorporated by reference therein).

(xiii) The Company will prepare and file the Preliminary Prospectus pursuant to the Passport Procedures and obtain the Preliminary Receipt therefor on or prior to 5:00 p.m. (Toronto time) on the date thereof.

(xiv) The Company will satisfy all comments of the Securities Regulators with respect to the Preliminary Prospectus as soon as possible after receipt of such comments and prepare and file the Final Prospectus pursuant to the Passport Procedures, and obtain the Final Receipt therefor on or prior to 5:00 p.m. (Toronto time) on December 12, 2025 and shall have taken all commercially reasonable steps and proceedings that may be necessary in order to qualify the Offered Shares and Option for distribution pursuant to the Final Prospectus in each of the Qualifying Jurisdictions prior to 5:00 p.m. (Toronto time) on December 12, 2025.

(xv) Delivery of the Preliminary Prospectus, Final Prospectus and Prospectus Amendment, not including the documents incorporated by reference therein, will be satisfied in accordance with the “access equals delivery” provisions contained in Part 2A of NI 41-101 and the Underwriters and the Company shall satisfy any request for electronic or paper copies of the Preliminary Prospectus, Final Prospectus and Prospectus Amendment, not including the documents incorporated by reference therein, in accordance with the requirements of NI 41-101, without charge. If requested in writing by the Underwriters, the Company will deliver without charge as soon as practicable but in any event on the next Business Day after the Preliminary Receipt or Final Receipts is obtained and thereafter from time to time as requested by the Underwriters, as many commercial copies of the applicable Offering Documents (and any Supplementary Material) and the U.S. Private Placement Memorandum as they may reasonably request for the purposes contemplated hereunder and contemplated by Applicable Securities Laws in the Qualifying Jurisdictions and each such delivery of the Offering Documents will have constituted and shall constitute the consent of the Company to the use of such documents by the Underwriters in connection with the distribution of the Offered Shares, subject to the Underwriters complying with the

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provisions of Applicable Securities Laws in the Qualifying Jurisdictions and the provisions of this Agreement.

(xvi) Each delivery of the Offering Documents, U.S. Private Placement Memorandum, and any U.S. Supplementary Material, as applicable, to the Underwriters by the Company in accordance with this Agreement will constitute the representation and warranty of the Company to the Underwriters that (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents, U.S. Private Placement Memorandum, or U.S. Supplementary Material, as applicable), at the respective date of such document:

(I) the information and statements contained in each of the Offering Documents (including, for greater certainty, the Documents Incorporated by Reference therein): (i) are true and correct and contain no misrepresentation; and (ii) constitute full, true and plain disclosure of all material facts relating to the Offered Shares and the Company;

(II) no material fact has been omitted from any of the Offering Documents that is required to be stated in the document or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made;

(III) each of the Offering Documents complies in all material respects with Canadian Securities Laws; and

(IV) each of the U.S. Private Placement Memorandum and any U.S. Supplementary Material complies in all material respects with applicable U.S. Securities Laws.

(xvii) If during the period of distribution of the Offered Shares there shall be any change in Canadian Securities Laws which, in the opinion of the Underwriters and their legal counsel, acting reasonably, requires the filing of any Supplementary Material, upon written notice from the Underwriters, the Company covenants and agrees with the Underwriters that it shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Securities Regulators where such filing is required.

(xviii) The Company shall cause to be delivered to the Underwriters, concurrently with the filing of the Final Prospectus and any Supplementary Material: (i) a comfort letter dated within two Business Days of the date thereof from Ernst & Young Pty Ltd, the auditors of the Company and addressed to the Underwriters and to the directors of the Company, in form and substance reasonably satisfactory to BMO, on behalf of the Underwriters, relating to the verification of the financial information and accounting data and other numerical data of a financial nature contained therein and matters involving changes or developments since the respective dates as of which specified financial information is given therein, to a date not more than two Business Days prior to the date of such letter; and (ii) a certificate signed by an appropriate officer of the Company addressed to the Underwriters, with respect to the accuracy of the financial information included in the Company's press release dated October 30, 2025 entitled "Exceptional drilling results support high grade, large scale and continuity of FireFly's Green Bay Copper-Gold Project", including, but not limited to, the Appendix 5B attached thereto.

(xix) As soon as practicable after the execution of this Agreement, the Company shall cause to be delivered to the Underwriters all copies of correspondence indicating that the

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application for listing and posting for trading on the TSX of the Offered Shares has been requested by the Company.

Notifications

(xx) During the period from the date of this Agreement to the completion of the distribution of the Offered Shares, the Company will notify the Underwriters promptly:

(I) when any supplement to the Offering Documents shall have been filed;

(II) of any request by any Securities Regulator to amend or supplement the Prospectus or for additional information;

(III) of the suspension of the qualification of the Offered Shares or the Option for offering, sale, grant or issuance in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose;

(IV) of the receipt by the Company of any material communication, whether written or oral, from any Securities Regulator, the Exchanges or any other competent authority, relating to the Prospectus or the distribution of the Offered Shares;

(V) of any notice or other correspondence received by the Company from any regulatory or governmental body and any requests from such bodies for information, a meeting or a hearing relating to the Company, the Offering, the issue and sale of the Offered Shares or any other event or state of affairs, that the Company reasonably believes could have a Material Adverse Effect; and

(VI) of the issuance by any Securities Regulator or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Offered Shares or the trading in any securities of the Company, or of the institution or, to the knowledge of the Company, threatening of any proceeding for any such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Offered Shares or the trading in the shares of the Company and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

(xxi) During the Distribution Period, the Company covenants and agrees with the Underwriters that it shall promptly notify the Underwriters in writing with full particulars of:

(I) any material change (actual, anticipated, contemplated or threatened) in respect of the Company considered on a consolidated basis;

(II) any material fact in respect of the Company which has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents or the U.S. Private Placement Memorandum had the fact arisen or been discovered on, or prior to, the date of such documents;

(III) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Offering Documents or the U.S. Private Placement Memorandum which fact or change is, or may be, of such a nature as to render any statement in

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such Offering Document or U.S. Private Placement Memorandum misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Document or the U.S. Private Placement Memorandum or which would result in any of the Offering Documents or the U.S. Private Placement Memorandum not complying (to the extent that such compliance is required) with Canadian Securities Laws; and

(IV) any breach of any covenant of this Agreement or any Offering Documents or the U.S. Private Placement Memorandum by the Company, or upon it becoming aware that any representation or warranty of the Company contained in this Agreement or any Offering Document or the U.S. Private Placement Memorandum is or has become untrue or inaccurate in any material respect;

and the Company shall promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws as a result of such fact or change; provided that the Company shall not file any Supplementary Material or other document without first providing the Underwriters with a copy of such Supplementary Material or other document and consulting with the Underwriters with respect to the form and content thereof. The Company shall in good faith discuss with the Underwriters any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt whether written notice need be given under this Section.

(b) Covenants of the Underwriters. Each Underwriter hereby severally, and not jointly, nor jointly and severally, covenants with the Company:

(i) that it will conduct all activities in connection with the Offering in compliance with Applicable Securities Laws and all other laws applicable to the Underwriter;

(ii) that in connection with offers for sale pursuant to this Agreement it makes the representations, warranties and covenants applicable to it in Schedule "B" hereto and agrees to comply with the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule "B" hereto;

(iii) that it will not, directly or indirectly, sell or solicit offers to purchase the Offered Shares or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials in any country or jurisdiction so as to require registration or filing of a prospectus with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations) under the laws of, or subject the Company (or any of its directors, officers or employees) to any inquiry, investigation or proceeding of any securities regulatory authority, stock exchange or other authority in, any jurisdiction (other than the filing of the Prospectus in the Qualifying Jurisdictions);

(iv) that it will not, in connection with the services provided hereunder, make any representations or warranties with respect to the Company or its securities, other than as set forth in the Offering Documents; and

(v) that it will use all commercially reasonable efforts to complete and to cause the members of the Selling Group to complete the distribution of the Offered Shares as soon as practicable.

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(i) that during the distribution of the Offered Shares, the Company and the Underwriters shall approve in writing, prior to such time Marketing Materials are provided to potential investors, any Marketing Materials reasonably requested to be provided by the Underwriters to any potential investor of Offered Shares, such Marketing Materials to comply with Canadian Securities Laws. The Company shall file a template version of such Marketing Materials with the Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Company and the Underwriters, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Underwriters’ authority to use such Marketing Materials in connection with the Offering. The Company and the Underwriters may agree that any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Regulators by the Company;

(ii) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Company with the Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and

(iii) not to provide any potential investor with any Marketing Materials other than: (a) such Marketing Materials (including but not limited to the Marketing Document) that have been approved and filed in accordance with this Section; (b) the Preliminary Prospectus, the Final Prospectus, the applicable U.S. Private Placement Memorandum and any Supplementary Material, if applicable; and (c) any standard term sheets approved in writing by the Company and the Underwriters.

(d) The Underwriters shall notify the Company when, in its opinion, the Underwriters and Selling Group have ceased distribution of the Offered Shares and, if required for regulatory compliance purposes, provide a breakdown of the number of Offered Shares distributed and proceeds received in each of the Qualifying Jurisdictions.

Press Releases.

The Company agrees that where reasonably practicable, it shall obtain prior approval of the Underwriters as to the content and form of any press release relating to the Offering, such approval not to be unreasonably delayed. In addition, if required by Applicable Securities Laws, any press release announcing or otherwise referring to the Offering shall include a prominent notation on the top of the first page as follows:

"Not for distribution to United States newswire services or for dissemination in the United States."

The Underwriters will have the right to disseminate the pre-approved press release to such Canadian news services as they see fit, provided that they comply with the preceding sentence.

Representations and Warranties of the Company.

The Company represents and warrants to the Underwriters and acknowledges that the Underwriters are relying upon such representations and warranties in purchasing the Offered Shares and entering into this Agreement, that:

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(a) Good Standing of the Company. The Company: (i) has been duly incorporated under the Act and is up-to-date in all material corporate filings and in good standing under the Act; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets; and (iii) has all requisite corporate power and authority to create, issue and sell the Offered Shares, grant the Option, and to enter into and carry out its obligations under this Agreement.

(b) Ownership of Subsidiaries. The Company beneficially owns, directly or indirectly, the percentage indicated in Schedule “A” of the issued and outstanding shares in the capital of the Subsidiaries free and clear of all Liens (other than non-material Permitted Liens) and the Company is entitled to such beneficial ownership of the shares in the Subsidiaries. All of such shares in the capital of the Subsidiaries have been duly authorized and validly issued and are outstanding as fully paid shares free and clear of any Liens (other than non-material Permitted Liens). None of the outstanding securities of any Subsidiaries was issued in violation of the pre-emptive or similar rights of any security holder of such Subsidiaries. Other than pursuant to the Joint Venture Unanimous Shareholders’ Agreement, there exist no options, warrants, purchase rights, or other contracts or commitments that could require the Company to sell, transfer or otherwise dispose of any securities of any Subsidiary.

(c) Good Standing of Subsidiaries. Each of the Subsidiaries: (i) has been duly incorporated in its jurisdiction of incorporation and is up-to-date in all material corporate filings and in good standing under the laws of such jurisdiction, (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets, respectively; and (iii) is duly qualified to transact business in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business.

(d) No Proceedings for Dissolution. No acts or proceedings have been taken, instituted or, are pending for the dissolution or liquidation of the Company or the Subsidiaries.

(e) Share Capital. The authorized capital of the Company consists of an unlimited number of Ordinary Shares, of which, as of the close of business on December 3, 2025, 682,652,432 Ordinary Shares were outstanding as fully paid shares of the Company.

(f) Stock Exchange Listing, Filings and Fees. The currently issued and outstanding Ordinary Shares are listed and posted for trading on the Exchanges and the Company has applied to list the Offered Shares on the TSX. The Company is currently in material compliance with the rules and regulations of the Exchanges and all material filings and fees required to be made and paid by the Company pursuant to Applicable Securities Laws and general corporate law have been made and paid.

(g) No Cease Trade or Action to Delist. No order ceasing or suspending trading in the securities of the Company or prohibiting the sale of the Offered Shares has been issued and no proceedings for such purpose has been threatened or, to the knowledge of the Company, are pending. The Company has not taken any action which would be reasonably expected to result in the delisting or suspension of the Ordinary Shares on or from the Exchanges.

(h) No Voting Agreements. Other than the Joint Venture Unanimous Shareholders’ Agreement, the Company is not a party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company or its Subsidiaries.

(i) Dividends. There is not, in the constating documents of the Company or in any other Material Agreement, or other instrument or document to which the Company is a party, any restriction upon

or impediment to, the declaration of dividends by the directors of the Company or the payment of dividends by the Company to the holders of the Ordinary Shares.

(j) Reporting Issuer Status. The Company is a “reporting issuer” in each of the Qualifying Jurisdictions, not included in a list of defaulting reporting issuers maintained by the Securities Regulator in each of the Qualifying Jurisdictions and in particular, without limiting the foregoing, the Company has at all times complied in all material respects with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Company which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Securities Regulators in each of the Qualifying Jurisdictions.

(k) Offered Shares Validly Issued. The Offered Shares to be issued and sold as described herein have been duly and validly authorized for issuance and upon issuance, delivery and payment therefor, will be validly issued. The Offered Shares will not be issued in violation of or subject to any preemptive rights or contractual rights to purchase securities issued by the Company.

(l) Transfer Agent. The Transfer Agent at its principal office in Vancouver, British Columbia has been duly appointed as the registrar and transfer agent in respect of the Ordinary Shares trading on the TSX.

(m) Absence of Rights. Other than in respect of: (i) 46,665,338 performance rights issued and outstanding, 249,334 performance rights which have vested and in respect of which the Company has received an exercise notice from the holder to convert them into Ordinary Shares, and 13,386,004 performance rights which have vested and may be exercised by the holder to convert them into Ordinary Shares, (ii) the Australian Placement, (iii) as disclosed in the Public Disclosure Documents with respect to Ordinary Shares which may become issuable to Signal Gold Inc.; and (iv) the Offering, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company.

(n) Corporate Actions. All necessary corporate action has been taken by the Company so as to: (i) authorize the execution, delivery and performance of this Agreement; (ii) validly issue the Offered Shares as fully paid Ordinary Shares; and (iii) grant the Option.

(o) Valid and Binding Documents. The execution and delivery of this Agreement and the performance of the transactions contemplated hereby have been authorized by all necessary corporate action of the Company and upon the execution and delivery thereof it shall constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, provided that enforcement thereof may be limited by laws affecting creditors’ rights generally and by general equitable principles, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitations Act (Ontario).

(p) Necessary Consents and Approvals. At the applicable Closing Dates, all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for the execution and delivery of this Agreement the issuance, sale and delivery of the Offered Shares, the grant of the Option and the consummation of the transactions contemplated hereby shall have been made or obtained, as applicable, other than such customary post-closing notices or filings

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required to be submitted within the applicable time frame pursuant to Applicable Securities Laws in connection therewith.

(q) Prospectus Eligibility. The Company is eligible to file a short form prospectus in each of the Qualifying Jurisdictions pursuant to Canadian Securities Laws and on the date of and upon filing of the Final Prospectus there will be no documents required to be filed under applicable Canadian Securities Laws in connection with the Offering that will not have been filed as required.

(r) No Order Restricting of Use of Prospectus. To the knowledge of the Company, no securities commission, stock exchange or comparable authority has issued any order restricting, preventing or suspending the use or effectiveness of the Prospectus or any Prospectus Amendment or preventing the distribution of the Offered Shares in any Qualifying Jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Company, no such proceedings are pending or contemplated.

(s) Filing of Prospectuses. Each of the Preliminary Prospectus and the Final Prospectus, and the U.S. Private Placement Memorandum and the execution and filing of each of the Preliminary Prospectus and Final Prospectus with the Securities Regulators have or will be duly approved and authorized by all necessary action by the Company, and the Preliminary Prospectus and the Final Prospectus will be duly executed and filed by and on behalf of the Company.

(t) Prospectus Compliance. Each of the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment comply or will comply, as the case may be, in all material respects with the Canadian Securities Laws and, at the time of delivery of the Offered Shares to the Underwriters, the Prospectus will comply in all material respects with the Canadian Securities Laws.

(u) Forward-Looking Information. With respect to forward-looking information contained in the Offering Documents:

(i) the Company had a reasonable basis for the forward-looking information at the time the disclosure was made;

(ii) all forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information, identify material risk factors that could cause actual results to differ materially from the forward-looking information, and state the material factors or assumptions used to develop the forward-looking information; and

(iii) the future-oriented financial information or financial outlook contained therein is limited to a period for which the information can be reasonably estimated.

(v) Continuous Disclosure. The Company is in compliance in all material respects with its timely and continuous disclosure obligations under Canadian Securities Laws as a "designated foreign issuer" under National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers, including insider reporting obligations, and, without limiting the generality of the foregoing, there has been no material change that has occurred since June 30, 2025, which has not been publicly disclosed. The information and statements in the Public Disclosure Documents were true and correct in all material respects as of the respective dates of such information and statements and at the time any such documents were filed on SEDAR+ and, except as may have been corrected by subsequent disclosure, do not contain any misrepresentations and no material facts have been omitted therefrom which would make such information materially misleading. The Company has not filed any confidential material change reports which remain confidential as at the date hereof.

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To the knowledge of the Company, there are no circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and analogous provisions under Canadian Securities Laws in the other Qualifying Jurisdictions.

(w) Financial Statements. The Financial Statements: (i) have been prepared in accordance with AAS and International Financial Reporting Standards as issued by the International Accounting Standards Board, applied on a consistent basis throughout the periods involved or as noted therein, and comply as to form in all material respects with applicable accounting requirements of Canadian Securities Laws as a “designated foreign issuer” under National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers, (ii) are, in all material respects, consistent with the books and records of the Company, (iii) contain and reflect all material adjustments for the fair presentation of the results of operations and the financial condition of the business of the Company for the periods covered thereby, (iv) present fairly, in all material respects, the financial conditions of the Company as at the date thereof, on a consolidated basis, and the results of its operations and the changes in its financial position for the periods then ended, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Company, and (vi) do not omit to state any material fact that is required by generally accepted accounting principles or by applicable law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading, respectively.

(x) Off-Balance Sheet Arrangements and Liabilities. There are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Company which are required to be disclosed and are not disclosed or reflected in the Financial Statements and the Company does not have any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Financial Statements.

(y) Accounting Policies. There has been no change in accounting policies or practices of the Company since June 30, 2025, other than as required by AAS.

(z) Accounting Controls. The Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that in all material respects: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with applicable generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the end of the Company’s most recent audited fiscal year, the Company is not aware of any material weakness in the Company’s internal control over financial reporting (whether or not remediated) or change in the Company’s internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

(aa) Independent Auditors. The auditors of the Company who audited the Financial Statements (where applicable) are independent public accountants as required by Canadian Securities Laws as they apply to a “designated foreign issuer” under National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers, and there has not been any “reportable event” (within the meaning of the relevant rules and related interpretations prescribed by the professional bodies in Australia and any applicable legislation or regulations in Australia) with respect to the present auditors of the Company.

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(bb) No Material Changes. Since June 30, 2025, except as disclosed in the Prospectus:

(i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries on a consolidated basis;

(ii) there has not been any material change in the capital stock or long-term debt of the Company and its Subsidiaries on a consolidated basis; and

(iii) the Company and each Subsidiaries has carried on its business in the ordinary course.

(cc) Purchases and Sales. Other than as disclosed in the Public Disclosure Documents, the Company has not approved, is not contemplating and has not entered into any agreement in respect of, nor has any knowledge of (in the case of proposed or planned dispositions of shares by any shareholder, shall refer to actual knowledge without independent investigation):

(i) the purchase of any material property or assets or any interest therein or the sale, transfer or disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Company whether by asset sale, transfer of shares or otherwise;

(ii) the change of control, by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company or otherwise, of the Company or all of its Subsidiaries; or

(iii) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Company.

(dd) Material Compliance with Laws. Each of the Company and the Subsidiaries is, in all material respects, conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or carry on business to enable their business to be carried on as now conducted and proposed to be conducted and its properties and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and its has not received a notice of non-compliance, nor know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits which could have a Material Adverse Effect and will at the applicable Closing Time be valid, subsisting and in good standing.

(ee) Material Agreements. With respect to the Material Agreements:

(i) all of the Material Agreements are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof, provided that enforcement thereof may be limited by laws affecting creditors' rights generally and by general equitable principles;

(ii) the Company and the Subsidiaries have performed all material obligations (including payment obligations) in a timely manner under, and are in compliance with all terms, conditions and covenants contained in each Material Agreement that could have a material impact on the Company or its Subsidiaries; and

(iii) to the knowledge of the Company, no other party is in breach, violation or default of any term under any Material Agreement that could have a Material Adverse Effect.

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(ff) No Default or Breach. The Company is not in breach or default of, and the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, and the issue and sale of the Offered Shares and the grant of the Option, do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (A) any statute, rule or regulation applicable to the Company, including Applicable Securities Laws; (B) the constating documents, articles or resolutions of the Company which are in effect at the date of hereof; (C) any Material Agreement; or (D) any judgment, decree or order binding the Company or the properties or assets of the Company.

(gg) No Restrictions to Compete. The Company is not a party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of the Company to compete in any line of business, transfer or move any of its assets or operations.

(hh) No Actions or Proceedings. There are no material actions, proceedings or investigations (whether or not purportedly by or on behalf of the Company or the Subsidiaries) threatened against or affecting or, to the knowledge of the Company, pending against the Company or the Subsidiaries at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any federal, provincial, state, municipal or other governmental department, commission, board or agency, domestic or foreign. The Company is not aware of any legislation, or proposed legislation published by a legislative body, which it anticipates will have a Material Adverse Effect.

(ii) Anti-Bribery and Anti-Corruption Laws. Neither the Company nor the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada's Corruption of Foreign Public Officials Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (A) to any Government Official, whether directly or through any other person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Company in obtaining or retaining business for or with, or directing business to, any person; or (B) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor the Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or the Subsidiaries, or a subsidiary or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws.

(jj) OFAC Requirements. The Company has not been, nor to the knowledge of the Company, has any director, officer, agent, employee, affiliate or person acting on behalf of the Company been or is currently subject to any United States sanctions administered by the OFAC; and the Company will not directly or indirectly use any proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to the Company or to any affiliated entity, joint venture partner or other

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person or entity, to finance any investments in, or make any payments to, any country or person targeted by any of the sanctions of the United States administered by OFAC.

(kk) Properties and Mining Rights. The Properties are the only mineral properties which the Company directly or indirectly owns and:

(i) the Company, either directly or through the Subsidiaries, is the legal and beneficial owner of and has good and marketable title to all of the material assets of the Company and the Subsidiaries, including the Properties and all of Mining Rights thereof, as described in the Offering Documents, all of which are valid and in good standing and free of material Liens. No other Mining Rights are necessary for the conduct of the business of the Company and the Subsidiaries as currently conducted and the Company knows of no claim or basis for any claim that might or could adversely affect the right of the Company or the Subsidiaries to use, transfer, access or otherwise exploit such Mining Rights. Except as disclosed in the Public Disclosure Documents, the Company and the Subsidiaries have no responsibility or obligation to pay any material commission, royalty, licence fee or similar payment to any person with respect to the Mining Rights thereof;

(ii) the Company, either directly or through the Subsidiaries, holds the Mining Rights under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit the Company and the Subsidiaries to conduct business as currently conducted, including exclusive rights to explore for minerals in those areas to which mineral licences are held, exclusive right to extract and exploit mineral deposits in those areas where mining leases are held, and rights to access, lands where surface leases, crown leases, exploration approvals or other Permits permitting such access are held. Each such right is sufficient and appropriate given the stage of development of each of the respective Properties, permits the Company to access, explore and exploit the mineral deposits relating thereto; all such Mining Rights have been validly registered and recorded in accordance with all applicable laws and are valid, in full force and effect, enforceable in accordance with their respective terms and neither the Company nor any Subsidiary is in default of any of the material provisions of any such agreements, including failure to fulfill any payment or work obligation thereunder, nor has any such default been alleged;

(iii) there are no restrictions imposed by any applicable law or by agreement which materially conflict with the proposed development, operation (including, but not limited to, in respect of commercial production related mining activities), and maintenance of the Properties;

(iv) neither the Company nor any Subsidiary has received written notice of any claims for material Liens with respect to work or services performed or materials supplied to, on or in connection with the Properties other than Liens or encumbrances imposed in the ordinary course of business;

(v) all rentals, payment and obligations (including but not limited to maintenance for the Mining Rights), royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the Properties have been properly and timely paid; and

(vi) all: (i) mines and mining related activities where the Company or any of the Subsidiaries is operator have been developed and operated (including, but not limited, in respect of commercial production related mining activities) in accordance with good mining practices and in compliance in all material respects with all applicable laws; and (ii) mines located

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in or on the lands of the Company or any of the Subsidiaries or lands pooled or unitized therewith, which have been abandoned by the Company or a Subsidiary have in all material respects been developed, managed and abandoned in accordance with good mining practices and in compliance with all applicable laws.

(ll) Possession of Permits and Authorizations. The Company and the Subsidiaries have all material permits, certificates, licences, approvals, consents and other authorizations (collectively, the "Permits") issued by the appropriate federal, provincial, regional, state, local or foreign regulatory agencies or bodies necessary to carry on the business of the Company and the Subsidiaries as it is currently conducted and the Company expects any additional Permits that are required to carry out its and the Subsidiaries' planned business activities over the next 12 months to be obtained in the ordinary course, expect where the failure to possess or obtain such Permits would not reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries are, and will be, in compliance with the terms and conditions of all such Permits except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. All of the Permits issued to date are valid and in full force and effect. Neither the Company nor the Subsidiaries have received any notice of proceedings relating to the revocation or modification of any such Permits or any notice advising of the refusal to grant any Permit that has been applied for or is in process of being granted.

(mm) No Asset Impairment. The Company has undertaken an asset analysis in respect of the Ming Mine Project at each reporting date, including all estimates of the mineral resources reported thereon and has not found any material asset impairment and does not anticipate making any write downs in respect of the Ming Mine Project, or any parts thereof.

(nn) Environmental Matters. With respect to the Properties:

(i) there has not been a material breach of any applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (the "Environmental Laws");

(ii) all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the "Environmental Permits") necessary as at the date hereof for the operation of the business currently carried on have been obtained or have been applied for and the Company expects any additional Environmental Permits that are required to carry out the planned business activities for the next 12 months on the Properties to be obtained in the ordinary course, expect where the failure to possess or obtain such Environmental Permits would not reasonably be expected to have a Material Adverse Effect. Each Environmental Permit issued to date is valid, subsisting and in good standing and there are no material defaults or breaches of any Environmental Permits and no proceeding has been threatened, or to the knowledge of the Company, is pending to revoke or limit any Environmental Permit;

(iii) no conditions exist at, on or under any property which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Laws, individually or in the aggregate, that has or may reasonably be expected to have a Material Adverse Effect;

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(iv) there have been no material claims, complaints, notices of, or prosecutions for an offence alleging, non-compliance with any Environmental Laws, and there have been no settlements of any allegation of non-compliance short of prosecution and there are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made or any notice of same;

(v) except as ordinarily or customarily required by applicable permit, no written notice has been received by the Company or its Subsidiaries, and to the knowledge of the Company, no written notice has been issued alleging or stating that any party is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws; and

(vi) to the knowledge of the Company, there are no material ongoing environmental audits, evaluations, assessments, studies or tests being conducted except for ongoing audits, evaluations, assessments, studies or tests being conducted in the ordinary course.

(oo) No Indigenous Claims. There are no material claims or actions with respect to indigenous rights currently threatened or, to the knowledge of the Company, pending with respect to the Ming Mine Project. The Company is not aware of any material land entitlement claims or indigenous land claims having been asserted or any legal actions relating to aboriginal or community issues having been instituted with respect to the Ming Mine Project, and no material dispute in respect of the Ming Mine Project with any local or aboriginal or native group exists or, to the knowledge of the Company, is threatened or imminent with respect to the Ming Mine Project or any activities thereon.

(pp) Community Relationships. The Company and the Subsidiaries maintain good relationships with the communities and persons affected by or located on the Properties in all material respects, and there are no material complaints, issues, proceedings, or discussions, which are ongoing or anticipated which could have the effect of interfering, delaying or impairing the ability to explore, develop and operate the Properties.

(qq) Government Relationships. The Company and the Subsidiaries maintain a good working relationship with all Governmental Authorities in the jurisdictions in which the Properties are located, or in which such parties otherwise carry on their business or operations. All such government relationships are intact and mutually cooperative and, to the knowledge of the Company, there exists no condition or state of fact or circumstances in respect thereof, that would prevent the Company or the Subsidiaries from conducting its business and all activities in connection with the Properties as currently conducted or proposed to be conducted and there exists no actual or, to the knowledge of the Company, threatened termination, limitation, modification or material change in the working relationship with any Governmental Authorities.

(rr) No Expropriation. No part of the Properties, Mining Rights or Permits have been taken, revoked, condemned or expropriated by any Governmental Authority nor has any written notice or proceedings in respect thereof been given, or to the knowledge of the Company, been commenced, threatened or is pending, nor does the Company have any knowledge of the intent or proposal to give such notice or commence any such proceedings.

(ss) No Work Stoppage or Interruptions. There has not been in the last two years and there is not currently any actions, proceedings, inquiries, disruptions, protests, blockades or initiatives by non-governmental organizations, activist groups or similar entities or persons, that are ongoing or anticipated which did or could materially adversely affect the ability to explore, develop and operate the Properties.

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(tt) Technical Reports. The Company is in material compliance with the provisions of NI 43-101 and has filed all technical reports in respect of the Properties required thereby, which technical reports remain current as at the date hereof and comply in all material respects with the requirements of NI 43-101 and there is no new material scientific or technical information concerning the Properties that would require a new technical report in respect thereof to be issued under NI 43-101 (including, but not limited to, in respect of the Technical Reports). The estimates of the mineral resources of the Properties as disclosed by the Company and as provided for in the Technical Reports have been prepared in accordance with Canadian industry standards set forth in NI 43-101; and the method of estimating the mineral resources has been verified by mining experts who are “qualified persons” (within the meaning of NI 43-101) and the information upon which the estimates of mineral resources were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof.

(uu) Employee Plans. Each material plan for retirement, bonus, employee securities incentives, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company for the benefit of any current or former director, officer, employee or consultant of the Company (the “Employee Plans”) has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans, in each case in all material respects.

(vv) Material Accruals. All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Company or the Subsidiaries.

(ww) Labour/Employment Matters. No material labour dispute, complaint, grievance or other conflict with the employees of the Company or the Subsidiaries currently exists, or to the knowledge of the Company is threatened or pending. No union representation question exists respecting the employees of the Company or the Subsidiaries and no collective bargaining agreement is in place or currently being negotiated by the Company or the Subsidiaries. The Company and Subsidiaries are currently in material compliance with all laws and regulations respecting employment and employment practices, workers’ compensation, occupational health and safety and similar legislation, including payment in full of all amounts owing thereunder, and there are no pending claims or outstanding orders of a material nature against any of them under applicable workers’ compensation legislation, occupational health and safety or similar legislation nor has any event occurred which may give rise to any such material claim.

(xx) Taxes. (i) All material taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “Taxes”) due and payable by the Company and the Subsidiaries have been paid; (ii) all material tax returns, declarations, remittances and filings required to be filed by the Company and the Subsidiaries have been filed with all appropriate governmental authorities and all such returns, declarations, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading; and (iii) to the knowledge of the Company, no material examination of any tax return of the Company or the Subsidiaries is currently in progress and there are no material issues or disputes outstanding with

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any governmental authority respecting any taxes that have been paid, or may be payable, by the Company or the Subsidiaries.

(yy) Leased Premises. With respect to each of the Leased Premises, the Company and/or each applicable Subsidiary occupy the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company or any Subsidiaries occupy the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement and the completion of the transactions described herein by the Company, will not afford any of the parties to such leases or any other person the right to terminate such lease or result in any additional or more onerous obligations under such leases.

(zz) Insurance. The Company and the Subsidiaries maintain insurance against such losses, risks and damages to their properties and assets in such amounts that are customary for the business in which they are engaged and on a basis consistent with reasonably prudent persons in comparable businesses, and all of the policies in respect of such insurance coverage are in good standing, in full force and effect in all material respects and not in default. Each of the Company and the Subsidiaries is in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Company or the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. The Company has no reason to believe that it will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, and neither the Company nor any of the Subsidiaries has failed to promptly give any notice of any material claim thereunder.

(aaa) Related Parties. Other than as disclosed in the Public Disclosure Documents, none of the current directors, officers or employees of the Company, any known holder of more than 10% of any class of shares of the Company, or any known associate or affiliate of any of the foregoing persons or companies, has had any material interest, direct or indirect, in any material transaction since July 1, 2023 or any proposed material transaction with the Company which, as the case may be, materially affected, is material to or is reasonably expected to materially affect the Company and the Subsidiaries on a consolidated basis.

(bbb) No Loans. The Company is not a party to any Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at "arm's length" with the Company.

(ccc) Directors and Officers. None of the current or proposed directors or officers of the Company are now, or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange.

(ddd) Shareholder Approvals. There is no requirement under any agreement or applicable laws (including Applicable Securities Laws) or otherwise, for the Company to obtain the approval of its shareholders to complete the Offering.

(eee) Significant Acquisitions. The Company has not completed any "significant acquisition" or "significant disposition", nor is it proposing any "probable acquisitions" (as such terms are used in NI 44-101) that would require the inclusion of any additional financial statements or pro forma financial statements in the Offering Documents pursuant to Canadian Securities Laws applicable

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to the Company as a “designated foreign issuer” under National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.

(fff) Entitlement to Proceeds. Other than the Company (and the Underwriters in respect of the Commission and the Underwriters’ Expenses), there is no person that is or will be entitled to the proceeds of the Offering under the terms of any Material Agreement, or other instrument or document (written or unwritten).

(ggg) Fees and Commissions. Other than the Underwriters (or any members of their Selling Group) pursuant to this Agreement, there is no person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering.

(hhh) Minute Books. The minute books and records of the Company which the Company has made available to the Underwriters and their counsel, Cassels Brock & Blackwell LLP, in connection with their due diligence investigation of the Company are all of the minute books and all of the material records of the Company and contain copies of all constating documents, including all amendments thereto, and all proceedings of securityholders and directors, and are complete in all material respects.

(iii) Full Disclosure. All information which has been prepared by the Company relating to the Company, the Subsidiaries and their businesses, properties and liabilities and provided to the Underwriters including all financial, marketing, sales, operational information, as well as disclosure and information relating to the Properties provided to the Underwriters is, as of the date of such information, true and correct in all material respects, and no fact or facts have been omitted therefrom which would make such information materially misleading.

4. Representations and Warranties of the Underwriters.

Each Underwriter hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Company and acknowledges that the Company is relying upon such representations and warranties, that:

(a) the Underwriter and its affiliates and representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Offered Shares in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Offered Shares whose attendees have been invited by any general solicitation or general advertising (other than the filing of the Prospectus in the Qualifying Jurisdictions); and

(b) the Underwriter is duly registered pursuant to the provisions of Canadian Securities Laws, and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Underwriter will act only through members of a Selling Group who are so registered or licensed.

5. Closing Deliveries.

The purchase and sale of the Offered Shares shall be completed electronically at the applicable Closing Time or at such other place as BMO, on behalf of the Underwriters, and the Company may agree upon in writing. At each applicable Closing Time, the Company shall duly and validly deliver to the Underwriters the Offered Shares by way of electronic deposit in CDS or physical certificates as directed by BMO, on

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behalf of the Underwriters (it being understood that all Offered Shares resold by the Underwriters pursuant to Rule 144A under the U.S. Securities Act will not contain any restrictive legends) and all the documents set out in Section 6, against payment of the net proceeds from the Offering by wire transfer to the Company.

6. Closing Conditions.

The Underwriters’ obligations to purchase the Offered Shares shall be conditional upon the fulfilment at or before the applicable Closing Time of the following conditions:

(a) Regulatory Approval. The Offering and listing of the Offered Shares will have been conditionally approved by the TSX, the Offered Shares will commence trading on the TSX at the opening of trading on the TSX on the Closing Date in respect of the Offered Shares and the Underwriters shall have received evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities required to be obtained by the Company in order to complete the Offering have been made or obtained, subject only to the satisfaction by the Company of customary post-closing conditions imposed by the TSX or the ASX in similar circumstances.

(b) Board Approval. The board of directors of the Company will have authorized and approved this Agreement and the sale and issuance of the Offered Shares, the grant of the Option and all matters relating to the foregoing.

(c) Factual Certificate. The Underwriters shall have received at the applicable Closing Time, a certificate dated the Closing Date signed by appropriate officers of the Company addressed to the Underwriters and their counsel, with respect to the constating documents of the Company, all resolutions of the Company’s board of directors relating to this Agreement and the transactions contemplated hereby, the incumbency and specimen signatures of signing officers in the form of a certificate of incumbency and such other matters as the Underwriters may reasonably request.

(d) Delivery of Offering Documents. If requested by the Underwriters, the Company shall have delivered to the Underwriters without charge and in such numbers as the Underwriters may reasonably request, on the next Business Day after the issuance of the Preliminary Receipt or Final Receipt, as the case may be, or such later time as may be agreed upon by the Company and BMO, on behalf of the Underwriters, in such cities as the Underwriters may reasonably request, the reasonable requirements of conformed commercial copies of the Offering Documents, the applicable U.S. Private Placement Memorandum and any U.S. Supplementary Material, if applicable.

(e) Certificates of Compliance. The Underwriters shall have received a certificate of compliance or similar certificate with respect to the jurisdiction in which the Company and Canadian Metals Pty Ltd., FireFly Metals Canada Ltd. and 1948565 Ontario Inc. are incorporated dated as of the Closing Date.

(f) Bring-Down Certificate. The Underwriters shall have received a certificate, dated as of the Closing Date signed by Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers of the Company as the Underwriters may agree, certifying for and on behalf of the Company, to the actual knowledge of the persons signing such certificate and without personal liability, after having made reasonable inquiries, that:

(i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading or prohibiting the sale of the Offered Shares or any other securities of the Company (including the Ordinary Shares) has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending

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or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;

(ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Company or any of the Subsidiaries on a consolidated basis since the date hereof which has not been generally disclosed;

(iii) no material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects or capital of the Company or any of the Subsidiaries on a consolidated basis, except for the Offering and the Australian Placement, has occurred with respect to which the requisite material change report has not been filed and no such disclosure has been made on a confidential basis;

(iv) the Company has duly complied in all material respects with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the applicable Closing Time; and

(v) the representations and warranties of the Company contained in this Agreement are true and correct as of the applicable Closing Time in all material respects (except for such representations and warranties of the Company qualified by materiality or which refer to a Material Adverse Effect, which shall be true and correct in all respects) with the same force and effect as if made at and as of the applicable Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all respects as of that date only.

(g) Corporate and Securities Laws Opinion. The Underwriters shall have received favourable legal opinions addressed to the Underwriters and their counsel, in form and substance satisfactory to BMO, on behalf of the Underwriters, dated the Closing Date from Hamilton Locke, Australian counsel to the Company, Osler, Hoskin & Harcourt LLP, Canadian counsel to the Company and where appropriate, counsel in the other applicable Qualifying Jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters:

(i) as to the incorporation and subsistence of the Company under the laws of Australia;

(ii) as to the Company being a “reporting issuer” not on the list of defaulting reporting issuers maintained pursuant to Canadian Securities Laws in the Qualifying Jurisdictions;

(iii) as to the authorized and issued capital of the Company;

(iv) as to the corporate power and authority of the Company to carry out its obligations under this Agreement;

(v) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, this Agreement has been duly executed and delivered by the Company, and constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms;

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(vi) all necessary corporate action has been taken by the Company to authorize the execution of the Prospectus and the filing thereof with the Securities Regulators;

(vii) the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under any term or provision of the constating documents of the Company or the Act;

(viii) the Offered Shares issued on the Closing have been validly issued as fully paid Ordinary Shares;

(ix) the Offered Shares issuable on exercise of the Option have been duly and validly authorized, allotted and reserved for issuance and upon exercise of the Option and receipt of payment of the consideration therefor, such Offered Shares will be validly issued as fully paid Ordinary Shares;

(x) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions have been obtained by the Company to qualify the Offered Shares for distribution to the public in each of the Qualifying Jurisdictions through investment dealers or brokers who are registered under the Canadian Securities Laws in the Qualifying Jurisdictions and who have complied with the relevant provisions of the Canadian Securities Laws in the Qualifying Jurisdictions;

(xi) subject only to the standard listing conditions, the Offered Shares have been conditionally approved for listing on the TSX;

(xii) subject to the qualifications, limitations and assumptions set out therein, the statements set forth in the Final Prospectus under the heading "Eligibility for Investment", insofar as they purport to describe the provisions of the laws referred to therein, are accurate summaries of the matters discussed therein; and

(xiii) such other matters as the Underwriters or their counsel may reasonably request.

(h) Subsidiary Corporate Opinions. The Underwriters shall have received a favourable legal opinion in respect of Canadian Metals Pty Ltd, FireFly Metals Canada Ltd. and 1948565 Ontario Inc. in form and substance satisfactory to BMO, on behalf of the Underwriters, dated as of the Closing Date with respect to the following: (i) the incorporation and existence under the laws of its jurisdiction of incorporation; (ii) as to the authorized and issued share capital and the holders of the issued and outstanding shares; and (iii) with respect to the Canadian Subsidiaries, the requisite corporate power and capacity under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own its properties.

(i) U.S. Securities Opinion. If any Offered Shares are sold in the United States pursuant to this Agreement, including Schedule "B" to this Agreement, the Underwriters shall have received a favourable legal opinion to be delivered by United States counsel to the Company, in form and substance reasonably satisfactory to BMO, on behalf of the Underwriters, dated as of the Closing Date to the effect that no registration of the Offered Shares is required under the U.S. Securities Act.

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(j) Title Opinion. The Underwriters shall have received a favourable title opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters, dated as of the Closing Date as to the title and ownership interest in the Ming Mine Project and the Little Deer Copper Complex.

(k) Transfer Agent Certificate. The Underwriters shall have received a certificate from the Transfer Agent: (i) as to its appointment as transfer agent and registrar of the Ordinary Shares; and (ii) as to the issued and outstanding Ordinary Shares as at the close of business on the day prior to the Closing Date.

(l) Lock-Up Agreements. The Underwriters shall have received lock-up agreements dated as of the Closing Date pursuant to Section 1(a)(vii) in favour of the Underwriters, in a form as agreed upon between BMO, on behalf of the Underwriters, and the Company.

(m) Bring-Down Comfort Letter. The Company will have caused Ernst & Young LLP, the auditors of the Company to deliver an update of its letter referred to in Section 1(a)(xviii) above with such changes as may be necessary to bring the information in such letter forward to within two business days of the Closing Date which changes shall be acceptable to BMO, on behalf of the Underwriters, acting reasonably.

Option Closing.

(a) If the Underwriters elect to exercise the Option, BMO, on behalf of the Underwriters, shall provide written notice (the "Exercise Notice") to the Company not later than the 30th day after the Closing Date, which Exercise Notice shall specify the number of Offered Shares to be purchased by the Underwriters and the date on which such Offered Shares are to be purchased (the "Option Closing Date"). Pursuant to the Exercise Notice, the Underwriters shall purchase and the Company shall deliver and sell, the number of Offered Shares indicated in such notice, in accordance with the provisions of this Agreement.

(b) The Exercise Notice shall be at least two Business Days, but not more than five Business Days, prior to the Option Closing Date. The purchase and sale of the Offered Shares issuable under the Option, if required, shall be completed at 8:00 a.m. (Toronto time) on the Option Closing Date at such place as BMO, on behalf of the Underwriters, and the Company may agree.

(c) At the closing of the Option, subject to the terms and conditions contained in this Agreement, the Company shall deliver to the Underwriters the Offered Shares issuable pursuant to the exercise of the Option, in electronic or certificated form, registered as directed by the Underwriters, against payment to the Company by the Underwriters of the aggregate Offering Price for the Offered Shares being issued and sold by wire transfer or certified cheque, net of the Commission and any expenses of the Underwriters payable by the Company as set out in this Agreement.

(d) The applicable terms, conditions and provisions of this Agreement (including the provisions of Section 5 relating to closing deliveries) shall apply mutatis mutandis to the closing of the issuance of any Offered Shares pursuant to any exercise of the Option.

(e) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Ordinary Shares during the period in which the Option is exercisable, appropriate adjustments will be made to the Offering Price and to the number of Offered Shares issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had it exercised such Option immediately prior to such subdivision, consolidation, reclassification or change.

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Rights of Termination.

(a) The Underwriters (or any one of them) shall be entitled to terminate and cancel, without any liability on their part, their obligations under this Agreement, to purchase the Offered Shares by written notice to that effect given to the Company at or prior to the applicable Closing Time if after the date hereof:

(i) Material Change Out - there is, in the opinion of the Underwriters (or any one of them), acting reasonably, a material change or change in a material fact, or a new material fact shall arise which would be expected to have a significant adverse effect on the market price or value of the Ordinary Shares;

(ii) Disaster Out - there should develop, occur or come into effect any event, action, state, condition or major financial occurrence of national or international consequence, of any nature, including without limitation, accident, act of terrorism, public protest, catastrophe, war, plague, outbreak, pandemic, or disease or any governmental law or regulation or similar event or the escalation thereof, which in the opinion of the Underwriters (or any one of them) seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Company and its Subsidiaries taken as a whole;

(iii) Regulatory Out - (i) any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened in relation to the Company where material wrong-doing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the Exchanges or securities commissions which involves a finding of wrong-doing by the Company; or (ii) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Ordinary Shares or any other securities of the Company is made or threatened by a securities regulatory authority; or

(iv) Breach Out - the Company is in breach of a material term, condition or covenant of this Agreement or any representation or warranty given by the Company in this Agreement becomes or is false (and cannot be cured).

(b) Exercise of Termination Rights. The rights of termination contained in Section 8(a) above may be exercised by the Underwriters (or any one of them) by written notice to the Company, provided that neither the giving nor the failure to give such notice shall in any way affect the Underwriters' entitlement to exercise this right at any time through to the applicable Closing Time. If this Agreement is terminated by any such Underwriter pursuant to Section 8(a) above, there shall be no further liability on the part of such Underwriter, or of the Company to such Underwriter, except in respect of any liability which may have arisen or may arise after such exercise of the rights of termination in respect of acts or omissions prior to such termination or under Sections 9 and 11. The right of the Underwriters to terminate their obligations under this Agreement is in addition to such other remedies as they may have in respect of any default, act or failure to act of the Company in respect of any of the matters contemplated by this Agreement.

Expenses.

Whether or not the sale of the Offered Shares shall be completed, the Company will pay all of its expenses and fees in connection with the Offering, including, without limitation: (i) all expenses of or incidental to the creation, issue, sale or distribution of the Offered Shares; (ii) the fees and expenses of the Company's

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legal counsel; and (iii) all costs incurred in connection with the preparation of documentation relating to the Offering including the filing of the Preliminary Prospectus and Final Prospectus. Whether or not the sale of the Offered Shares shall be completed, the Company will also pay the fees (to a maximum of C$150,000), taxes and disbursements of the Underwriters’ counsel and the Underwriters’ “out of pocket” costs (the “Underwriters’ Expenses”).

10. Survival of Representations and Warranties.

All representations, warranties, covenants and agreements of the Company herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any subsequent disposition of the Offered Shares or any investigation made by or on behalf of the Underwriters with respect thereto, shall continue in full force and effect for the benefit of the Underwriters for a period ending on the Survival Limitation Date. The representations, warranties, covenants and agreements of the Underwriters herein contained and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Company with respect thereto, shall continue in full force and effect for the benefit of the Company for a period ending on the Survival Limitation Date.

11. Indemnity.

(a) The Company, its Subsidiaries and affiliates (collectively, the “Indemnitor”) hereby agrees to indemnify and hold the Underwriters and each of their respective subsidiaries and affiliates, directors, officers, employees, partners, shareholders and agents (hereinafter collectively referred to as the “Personnel” and together with the Underwriters, the “Indemnified Parties”) harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties, or to which the Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Indemnified Parties hereunder or otherwise in connection with the matters referred to in this Agreement; provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(i) the Underwriters or their Personnel have been grossly negligent, engaged in wilful misconduct, or have committed any fraudulent act in the course of such performance; and
(ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, wilful misconduct, fraud referred to in (i) above.

If for any reason (other than the occurrence of any events itemized in (i) or (ii) above) the foregoing indemnification is unavailable to the Indemnified Parties or insufficient to hold them harmless, then the Indemnitor shall contribute to the amount paid or payable by the Indemnified Parties as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on one hand and the Indemnified Parties on the other hand, but also the relative fault of the Indemnitor and the Indemnified Parties as well as any relevant equitable considerations; provided that the Indemnitor shall, in any event, contribute to the amount paid or payable by the Indemnified Parties as a result of such expense, loss, claim,

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damage or liability, any excess of such amount over the amount of the Commission received by the Underwriters under this Agreement.

The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Indemnified Parties by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnitor and/or the Indemnified Parties and any Personnel of the Underwriters shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Indemnified Parties under this Agreement, the Indemnified Parties shall have the right to employ their own counsel in connection therewith and participate in the defence thereof, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Underwriters for time spent by their Personnel in connection therewith) and out-of-pocket expenses incurred by their Personnel in connection therewith shall be paid by the Indemnitor as they occur, provided that in no circumstances will the Indemnitor be required to pay the fees and expenses of more than one legal counsel for the Underwriters and their Personnel and provided further, that notwithstanding the foregoing, the Indemnified Parties shall utilize the Indemnitor's counsel, such counsel to be acceptable to the Indemnified Parties, unless in the opinion of the Underwriters, based on consultation with counsel, there is an actual, potential or apparent conflict between the interests of such parties and the interests of the Indemnitor such that joint representation would be inappropriate.

Promptly after receipt of notice of the commencement of any legal proceeding against the Indemnified Parties or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Indemnified Parties will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by the Indemnified Parties to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Indemnified Parties, unless such failure results in a forfeiture by the Indemnitor or material impairment of its substantive rights and defences, prejudices the defence of any action, suit, proceeding, claim or investigation or results in any material increase in the liability under this indemnity. No settlement of any legal proceeding, action or claim may be made by either party without the prior written consent of the other party, acting reasonably, and no party shall be liable for any settlement of any such legal proceeding, action or claim unless it has consented in writing to such settlement, such consent not to be unreasonably withheld.

The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to those of the Indemnified Parties who are not signatories hereto and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor and the Indemnified Parties. The foregoing provisions shall survive the completion of professional services rendered under this Agreement.

(b) Right of Indemnity in Favour of Others. With respect to any person who may be indemnified by Section 11(a) above and is not a party to this Agreement, the Underwriters shall obtain and hold the rights and benefits of this Section 11 in trust for and on behalf of such person.

(c) Waiver of Right to Contribution. The Company hereby waives its right to recover contribution from the Underwriters or any other Personnel with respect to any liability of the Company solely

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by reason of or arising out of any misrepresentation contained in any of the Offering Documents or the Public Disclosure Documents, other than a misrepresentation made in reliance upon information furnished to the Company by or on behalf of the Underwriters specifically for use therein or relating solely to the Underwriters.

12. Advertisements.

The Company acknowledges that the Underwriters shall have the right, subject always to Sections 1(a), 1(b) and 2 of this Agreement and to prior approval by the Company, at their own expense, to place such advertisement or advertisements relating to the sale of the Offered Shares contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by applicable law, including Canadian Securities Laws. The Company and the Underwriters each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration requirements of Applicable Securities Law in jurisdictions other than Canada in which the Offered Shares shall be offered or sold not being available.

13. Commission.

In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Company shall pay the Underwriters, at the Closing Time, a cash commission (the "Commission") equal to 5.0% of the gross proceeds realized by the Company in respect of the Offering (including for certainty, on any exercise of the Option).

14. Underwriters' Obligations.

(a) The Underwriters' obligations under this Agreement shall be several and not joint, nor joint and several, and the Underwriters' respective obligations and rights and benefits hereunder shall be as to the following percentages:

Name of Underwriter	Syndicate Position
BMO Nesbitt Burns Inc.	55.0%
RBC Dominion Securities Inc.	30.0%
Canaccord Genuity Corp.	15.0%
	100.0%

(b) Nothing in this Agreement shall oblige the U.S. Affiliates of the Underwriters to purchase the Offered Shares. A U.S. Affiliate who makes any offers or sales of the Offered Shares in the United States will do so solely as an agent for the applicable Underwriter.

(c) Without affecting the firm obligation of the Underwriters to purchase 19,230,770 Offered Shares at the Offering Price in accordance with this Agreement (assuming due satisfaction of the terms and conditions contained in this Agreement), after the Underwriters have made reasonable effort to sell all of the Offered Shares offered under the Final Prospectus at the Offering Price, the price payable by the purchasers may be decreased by the Underwriters and further changed from time to time to an amount not greater than the Offering Price in compliance with Canadian Securities Laws. Such decrease in the price payable by the purchasers will decrease the Commission to be paid by the Company to the Underwriters, so that the net proceeds of the Offering to be received by the Company will not be reduced. The Underwriters will inform the Company if the price payable by the purchasers is decreased.

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(d) If an Underwriter (a “Refusing Underwriter”) fails to purchase its applicable percentage of the aggregate amount of the Offered Shares (the “Default Shares”) for any reason at the Closing Time or the closing time(s) on the closing date(s) of the Over-Allotment Option, as applicable, and (i) if the number of Default Shares does not exceed 10% of the number of Offered Shares to be purchased hereunder on such date, the other non-Refusing Underwriters (the “Continuing Underwriters”) will be obligated, each severally, and not jointly nor jointly and severally, to purchase on a pro rata basis according to the percentage of the Offered Shares which such Continuing Underwriters have agreed to purchase as set out above (or such other basis as they may agree); or (ii) if the number of Default Shares exceeds 10% of the number of Offered Shares to be purchased on such date, the Continuing Underwriters shall have the right, but shall not be obligated, to purchase on a pro rata basis according to the percentage of the Offered Shares which such Continuing Underwriters have agreed to purchase as set out above (or such other basis as they may agree), all but not less than all, of the applicable Default Shares which would otherwise have been purchased by the Refusing Underwriter and to receive such Refusing Underwriter’s portion of the Commission in respect thereof. In the event that such right is not exercised by the Continuing Underwriters, then Company shall have the right to either (i) proceed with the sale of the Offered Shares (less the Defaulting Securities) to the Continuing Underwriters, or (ii) terminate its obligations under this Agreement except for those under Section 911 (Expenses) and Section 11 (Indemnity).

Action by the Underwriters.

All steps which must or may be taken by the Underwriters in connection with this Agreement, with the exception of the matters relating to termination contemplated by Section 8 (Rights of Termination) and actions undertaken pursuant to Section 11 (Indemnity) may be taken by BMO, on their own behalf and on behalf of the other Underwriters, and the execution of this Agreement shall constitute the Company’s authority for accepting notification of any such steps from, and for delivering the definitive documents constituting the Offered Shares to, or to the account of BMO, on behalf of the Underwriters.

Notices.

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “notice”) shall be in writing addressed as follows:

(a) If to the Company, to it at:

FireFly Metals Ltd
Level 2, 8 Richardson St
West Perth, WA 6005

Attention: Michael Naylor, Executive Director
Email: [Redacted – personal information]

with a copy to (which will not constitute delivery) to:

Osler, Hoskin & Harcourt LLP
Suite 3000, Bentall Four
1055 Dunsmuir Street
Vancouver, BC V7X 1K8

Attention: Alan Hutchison
Email: [email protected]

(b) If to the Underwriters, to BMO, on behalf of the Underwriters, at:

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BMO Nesbitt Burns Inc.
First Canadian Place
100 King Street West, 3rd Floor
Toronto, ON M5X 1H3

Attention: Jesse Pearlstein
Email: [Redacted – personal information]

with a copy to (which will not constitute delivery) to:

Cassels Brock & Blackwell LLP
40 Temperance Street, Suite 3200
Toronto, Ontario M5H 0B4

Attention: James Lyle
Email: [email protected]

or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by electronic transmission to the addressee and (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by electronic transmission shall be deemed to be given and received on the first Business Day following the day on which it is confirmed to have been sent.

Time of the Essence.

Time shall, in all respects, be of the essence hereof.

Canadian Dollars.

All references herein to dollar amounts are to lawful money of Canada, unless otherwise indicated.

Headings.

The headings contained herein are for convenience only and shall not affect the meaning or interpretation thereof.

Singular and Plural, etc.

Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

Entire Agreement.

This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings including, without limitation, the Bid Letter. This Agreement may be amended or modified in any respect by written instrument only.

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Severability.

The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

Successors and Assigns.

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Underwriters and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the other.

Further Assurances.

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

Effective Date.

This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

Counterparts.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile or PDF), each of which so executed shall constitute an original and all of which taken together shall form one and the same agreement.

No Fiduciary Relationship.

The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities contemplated hereby. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such purchase and sale of the Company’s securities, either before or after the date thereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principals and not as an agents or fiduciaries of the Company and the Underwriters have not assumed, and the Underwriters will not assume, any advisory responsibility in favour of the Company with

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respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising the Company on other matters). The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

29. Confidentiality.

The Underwriters acknowledge that all information provided to it by the Company pursuant to or in connection with the Offering is confidential and that such information shall not be used other than in furtherance of the purposes of the Offering, provided that this confidentiality obligation shall not apply to information now in the public domain, information which may subsequently become public (other than through breach by the Underwriters of their respective obligations hereunder), information disclosed to the Underwriters by third parties in respect of which such third parties are not under an obligation of confidentiality to the Company or information which is required by law or the policies of any regulatory authority having jurisdiction over the Underwriters to be disclosed. The Underwriters and their respective representatives, including professional consultants, shall be made aware of and be bound by this provision.

30. Market Stabilization.

In connection with the distribution of the Offered Shares, the Underwriters may effect transactions which stabilize or maintain the market price of the Ordinary Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by applicable Canadian Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time.

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If the Company is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Underwriters.

Yours very truly,

BMO NESBITT BURNS INC.

Per:
(signed) “Jesse Pearlstein”
Name: Jesse Pearlstein
Title: Director

RBC DOMINION SECURITIES INC.

Per:
(signed) “Hugh Samson”
Name: Hugh Samson
Title: Managing Director & Global Co-Head of Mining & Metals

CANACCORD GENUITY CORP.

Per:
(signed) “Tom Jakubowski”
Name: Tom Jakubowski
Title: Managing Director & Global Head of Metals & Mining, Investment Banking

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The foregoing is hereby accepted on the terms and conditions therein set forth.

DATED as of this 5th day of December, 2025.

FIREFLY METALS LTD

Per: (signed) “Michael Naylor”
Michael Naylor
Executive Director

Per: (signed) “Laura Noonan-Crowe”
Laura Noonan-Crowe
Corporate Secretary

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SCHEDULE “A”
SUBSIDIARY INFORMATION

This is Schedule “A” to the underwriting agreement dated as of December 5, 2025, among FireFly Metals Ltd, BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Canaccord Genuity Corp.

Name of Subsidiary	Jurisdiction	Percentage Owned (Directly or Indirectly)
Western Vanadium Pty Ltd	Australia	100%
Auteco Minerals (Canada) Pty Ltd	Australia	100%
Monax Alliance Pty Ltd	Australia	100%
Canadian Metals Pty Ltd	Australia	100%
Revel Resources Ltd.	Ontario	100%
Revel Resources (JV Projects) Ltd.	Ontario	100%
FireFly Metals Canada Ltd.	Newfoundland & Labrador	100%
1948565 Ontario Inc.	Ontario	100%
1470199 B.C. Ltd.	Ontario	100%
Tilt Cove Ltd.	Ontario	100%
FireFly Metals Ontario Inc.	Ontario	100%
PC Gold Inc.	Ontario	70%

SCHEDULE “B”

This is Schedule “B” to the underwriting agreement dated as of December 5, 2025, among FireFly Metals Ltd, BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Canaccord Genuity Corp.

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Agreement to which this schedule is annexed and the following terms shall have the meanings indicated:

(i) “Directed Selling Efforts” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “B”, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Shares and includes, without limitation, the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Offered Shares;

(ii) “Foreign Issuer” means a “foreign issuer” as defined in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “B”, it means any issuer which is (a) the government of any country other than the United States or of any political subdivision of a country other than the United States; or (b) a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (2) any of the following; (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

(iii) “General Solicitation” or “General Advertising” means “general solicitation” and “general advertising”, respectively, as those terms are used in Rule 502(c) of Regulation D under the U.S. Securities Act, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, internet or similar media or broadcast over radio, internet or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or in any other manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

(iv) “Qualified Institutional Buyer” or “QIB” means a “qualified institutional buyer” as defined in Rule 144A under the U.S. Securities Act;

(v) “Regulation D” means Regulation D promulgated by the SEC under the U.S. Securities Act;

(vi) “Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;

(vii) “Rule 144A” means Rule 144A under the U.S. Securities Act;

(viii) “Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of in Regulation S;

(ix) “U.S. Affiliate” means the United States duly registered broker-dealer affiliate of an Underwriter; and

(x) “U.S. Purchaser” means a purchaser of Offered Shares that is in the United States or that was offered the Offered Shares in the United States or for which the offer or sale was intended to comply with Rule 144A.

Representations, Warranties and Covenants of the Underwriters

Each Underwriter, on behalf of itself and its U.S. Affiliate, acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Offered Shares may not be offered or sold to persons in the United States, except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Underwriter (on behalf of itself and its U.S. Affiliate) represents, warrants and covenants to and with the Company, as of the date hereof and as of the Closing Date and any Option Closing Date, that:

It, its affiliates (including, without limitation, its U.S. Affiliate) and any person acting on any of their behalf has not offered or sold, and will not offer or sell, any of the Offered Shares except (a) in “offshore transactions” as such term is defined in Regulation S, in accordance with Rule 903 of Regulation S or (b) in the United States as provided in Sections 2 through 15 below. Accordingly, none of the Underwriter, its affiliates (including, without limitation, its U.S. Affiliate) or any persons acting on any of their behalf, has made or will make (except as permitted in Sections 2 through 15 below) (i) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States, (ii) any sale of the Offered Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or the Underwriter, its affiliates (including, without limitation, its U.S. Affiliate) and any person acting on any of their behalf reasonably believed that such purchaser was outside the United States, or (iii) any Directed Selling Efforts.
It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Shares except with its U.S. Affiliate, any Selling Group members or with the prior written consent of the Company. It shall require its U.S. Affiliate and each Selling Group member to agree, for the benefit of the Company, to comply with the same provisions of this Schedule “B” as apply to the Underwriter as if such provisions applied to such U.S. Affiliate or Selling Group member.
All offers and sales of Offered Shares in the United States by it shall be made (i) through its U.S. Affiliate which is a registered broker-dealer affiliate in compliance with all applicable U.S. broker-dealer requirements or (ii) directly by it in accordance with Rule 15a-6 under the U.S. Exchange Act.
Its U.S. Affiliate that offered or sold Offered Shares in the United States is and will be on the date of each such offer and sale duly registered as a broker or dealer under Section 15(b) of the U.S. Exchange Act and all applicable state securities laws (unless exempt from such registration requirements), and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.
It and its affiliates (including, without limitation, its U.S. Affiliate) have not, either directly or through a person acting on any of their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Offered Shares in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

C-2

Any offer, sale or solicitation of an offer to buy Offered Shares that has been made or will be made in the United States was or will be made only to Qualified Institutional Buyers with which the Underwriter or its U.S. Affiliate had a pre-existing relationship and as to whom the Underwriter or its U.S. Affiliate had or have reasonable grounds to believe and do believe are Qualified Institutional Buyers in transactions that are exempt from registration under the U.S. Securities Act pursuant to Rule 144A thereunder and similar exemptions under applicable state securities laws.
Each offense of Offered Shares in the United States has been or shall be provided with a copy of the U.S. Private Placement Memorandum, including the Preliminary Prospectus and/or the Final Prospectus. Prior to any sale of Offered Shares to a person in the United States or to a person who was offered the Offered Shares in the United States, each such purchaser shall be provided with a copy of the U.S. Private Placement Memorandum, including the Final Prospectus, and no other written material was used in connection with the offer or sale of the Offered Shares in the United States.
It will, either directly or through its U.S. Affiliate, inform all purchasers of the Offered Shares in the United States that the Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and are being offered and sold to such purchasers without registration in reliance on the exemption from the registration requirement of the U.S. Securities Act provided by Rule 144A thereunder and similar exemptions under applicable state securities laws of the United States.
Each Qualified Institutional Buyer solicited by the Underwriter or its U.S. Affiliate has been or will be informed that the Offered Shares are “restricted securities” as defined in Rule 144(a)(3) under the U.S. Securities Act that will not be represented by certificates that bear a U.S. restrictive legend or identified by a restricted CUSIP number, are subject to restrictions if in the future it decides to offer, sell, pledge, or otherwise transfer, directly or indirectly, any of such Offered Shares as set forth in the U.S. Private Placement Memorandum and U.S. QIB letter (Exhibit A to the U.S. Private Placement Memorandum), and that it must implement appropriate internal controls and procedures to ensure that the transfer restrictions and any representation, warranty and covenant described in the U.S. Private Placement Memorandum and the U.S. QIB letter are adhered to notwithstanding the absence of a U.S. restrictive legend or restricted CUSIP number.
All U.S. Purchasers of the Offered Shares purchasing pursuant to Rule 144A shall purchase such Offered Shares from the Underwriter or its U.S. Affiliate acting as principal.
Prior to the completion of any sale of the Offered Shares to any purchaser in the United States or any purchaser offered the Offered Shares in the United States, each such purchaser, or any person that is purchasing such securities for the account or benefit of a person in the United States, will be required to execute and deliver a U.S. QIB Letter in the form attached as Exhibit A to the U.S. Private Placement Memorandum containing the Prospectus.
The Underwriter and its U.S. Affiliate are Qualified Institutional Buyers.
At the Closing Date and the Option Closing Date (if any), it, together with its U.S. Affiliate, will provide a certificate, substantially in the form of Annex I to this Schedule “B”, relating to the manner of the offer and sale of the Offered Shares in the United States or will be deemed to have represented that (i) neither it nor its U.S. Affiliate offered or sold Offered Shares in the United States, or (ii) that it offered or sold Offered Shares in the United States in compliance with Rule 15a-6 under the U.S. Exchange Act and in compliance with this Agreement, including this Schedule “B”.

C-3

At least one Business Day prior to the Closing Date and Option Closing Date (if any), it will provide the Company with a list of all purchasers of the Offered Shares in the United States (and, for each such purchaser, the number of Offered Shares purchased and their full address).
Neither it nor its affiliates (including, without limitation, its U.S. Affiliate) or any person acting on any of their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares.

Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees, on the date hereof and on the Closing Date and any Option Closing Date, that:

The Company is, and as of the Closing Date and Option Closing Date (if any) reasonably believes it will be, a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest in the Ordinary Shares.
Except with respect to offers and sales through the Underwriters and their U.S. Affiliates to Qualified Institutional Buyers in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 144A thereunder, none of the Company, its affiliates, or any person acting on any of their behalf (other than the Underwriters, its U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant and agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares in the United States; or (B) any sale of Offered Shares unless, at the time the buy order was or will have been originated, (i) the purchaser is outside the United States or (ii) the Company, its affiliates, and any person acting on any of their behalf reasonably believe that the purchaser is outside the United States.
During the period in which the Offered Shares are offered for sale, none of it, its affiliates, or any person acting on any of their behalf (other than the Underwriters, its U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant and agreement is made) has engaged in or will engage in any Directed Selling Efforts or has taken or will take any action that would cause the exemption from the registration requirements of the U.S. Securities Act afforded by Rule 144A thereunder, or the exclusion from the registration requirements of the U.S. Securities Act afforded by Rule 903 of Regulation S, to be unavailable for offers and sales of the Offered Shares pursuant to this Schedule "B" and the Underwriting Agreement to which this Schedule "B" is attached.
None of the Company, its affiliates or any person acting on any of their behalf (other than the Underwriters, its U.S. Affiliates, their respective affiliates or any person acting on any of their behalf, in respect of which no representation, warranty, covenant and agreement is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, Offered Shares in the United States by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
The Company has not, for a period of six months prior to the date hereof, sold, offered for sale or solicited any offer to buy any of its securities in the United States in a manner that would be integrated with the offer and sale of the Offered Shares and cause the exemption from registration provided by Rule 144A under the U.S. Securities Act to become unavailable for the offer and sale of the Offered Shares pursuant to this Schedule "B" and the Underwriting Agreement to which this Schedule "B" is attached.

C-4

For so long as any of the Offered Shares offered or sold pursuant to Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and cannot be sold pursuant to Rule 144(b)(1) under the U.S. Securities Act, the Company will, if it is not subject to and in compliance with the reporting requirements of Section 13 or Section 15(d) of the U.S. Exchange Act or exempt therefrom pursuant to Rule 12g3-2(b) thereunder, provide to any holder of those restricted securities, or to any prospective purchaser of those restricted securities designated by a holder, upon the request of that holder or prospective purchaser, at or prior to the time of sale, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act (so long as delivery of that information is necessary in order to permit holders of the restricted securities to effect resales under Rule 144A).
The Offered Shares are not, and as of the Closing Date and any Option Closing Date will not be, and no securities of the same class as the Offered Shares are or will be: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in a “U.S. automated inter-dealer quotation system”, as such term is used in Rule 144A under the U.S. Securities Act; or (iii) convertible or exchangeable into, or exercisable for, securities so listed or quoted at an effective conversion or exercise premium (calculated as specified in paragraph (a)(6) and (a)(7) of Rule 144A under the U.S. Securities Act) of less than 10% for securities so listed or quoted.
The Company will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable blue sky laws in connection with the offer and sale of the Offered Shares.
The Company is not, and as a result of the sale of the Offered Shares contemplated hereby will not be, registered or required to register as an “investment company”, as such term is defined in the United States Investment Company Act of 1940, as amended.
The offer and sale of the Offered Shares in the United States by the Underwriters through their U.S. Affiliates is not prohibited pursuant to a court order issued pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder.
The Company has not taken and will not take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares.
The Company is not obligated to register any class of securities under the U.S. Exchange Act with the SEC.
For each taxable year that the Company determines that it is a “passive foreign investment company” (as defined under the U.S. Internal Revenue Code of 1986, as amended) (a “PFIC”), the Company will make available to U.S. holders, upon their written request and in accordance with applicable procedures, a “PFIC Annual Information Statement” with respect to the Company and any subsidiary of the Company that the Company has determined is likely a PFIC and in which the Company owns, directly or indirectly, more than 50% of such subsidiary’s total aggregate voting power. The Company may elect to provide such information on its website.

C-5

C-6

ANNEX I TO SCHEDULE “B” UNDERWRITER'S CERTIFICATE

In connection with the private placement in the United States of the Offered Shares of FireFly Metals Ltd (the “Company”), pursuant to the underwriting agreement dated as of December 5, 2025 among the Company (the “Agreement”), BMO Nesbitt Burns Inc., RBC Dominion Securities Inc. and Canaccord Genuity Corp., each of the undersigned does hereby certify that:

(a) the U.S. Affiliate of the undersigned Underwriter (the “U.S. Affiliate”) was on the date of each offer and sale of Offered Shares that was made by it in the United States, and is on the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.;

(b) all offers and sales of the Offered Shares made by us in the United States were made by the U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements;

(c) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Offered Shares in the United States nor did we engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;

(d) we have caused each U.S. Purchaser prior to any sale of the Offered Shares to executed and deliver a U.S. QIB letter (Exhibit A to the U.S. Private Placement Memorandum), including any exhibits attached thereto, and have delivered such properly completed and executed letters at least one (1) day prior to the Closing Date and any Option Closing Date, if applicable;

(e) each offeree of Offered Shares was provided with a copy of the U.S. Private Placement Memorandum, including the Preliminary Prospectus and/or the Final Prospectus, and each purchaser of Offered Shares (i) in the United States or (ii) who was offered the Offered Shares in the United States, was provided with a copy of the U.S. Private Placement Memorandum, including the Final Prospectus, and no other written material was used by us in connection with the offer and sale of the Offered Shares in the United States;

(f) at the time of offer and sale of the Offered Shares by us in the United States, we had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer, and, on the date hereof, we continue to believe that each such purchaser purchasing the Offered Shares through us is a Qualified Institutional Buyer;

(g) we have not taken or will not take any action that would directly or indirectly constitute a violation of Regulation M under the U.S. Exchange Act in connection with offers and sales of the Offered Shares; and

(h) the offering of the Offered Shares in the United States has been conducted by us in accordance with the Agreement, including Schedule “B” thereto.

Terms used in this certificate have the meanings given to them in the Agreement, including Schedule “B” thereto, unless otherwise defined herein.

Dated this ___ day of ____, 2025.

[NAME OF UNDERWRITER] [NAME OF U.S. AFFILIATE]

By: ________
By: ________

Name: ________
Name: ________

Title: ________
Title: ________

AI assistant

FireFly Metals Ltd. Capital/Financing Update 2025

48548_rns_2025-12-05_d12e0970-df90-4f0d-89b1-a5d3f4a3940f.pdf

UNDERWRITING AGREEMENT

Attention: Michael Naylor, Executive Director

DEFINITIONS

TERMS AND CONDITIONS

1. Covenants.

Prospectus Covenants

Notifications

4. Representations and Warranties of the Underwriters.

5. Closing Deliveries.

6. Closing Conditions.

10. Survival of Representations and Warranties.

11. Indemnity.

12. Advertisements.

13. Commission.

14. Underwriters' Obligations.

29. Confidentiality.

30. Market Stabilization.

FIREFLY METALS LTD

SCHEDULE “B”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Underwriters

Representations, Warranties and Covenants of the Company

ANNEX I TO SCHEDULE “B” UNDERWRITER'S CERTIFICATE

AI assistant

FireFly Metals Ltd. — Capital/Financing Update 2025

48548_rns_2025-12-05_d12e0970-df90-4f0d-89b1-a5d3f4a3940f.pdf

UNDERWRITING AGREEMENT

Attention: Michael Naylor, Executive Director

DEFINITIONS

TERMS AND CONDITIONS

1. Covenants.

Prospectus Covenants

Notifications

4. Representations and Warranties of the Underwriters.

5. Closing Deliveries.

6. Closing Conditions.

10. Survival of Representations and Warranties.

11. Indemnity.

12. Advertisements.

13. Commission.

14. Underwriters' Obligations.

29. Confidentiality.

30. Market Stabilization.

FIREFLY METALS LTD

SCHEDULE “B”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Underwriters

Representations, Warranties and Covenants of the Company

ANNEX I TO SCHEDULE “B” UNDERWRITER'S CERTIFICATE

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FireFly Metals Ltd. Capital/Financing Update 2025