FireFly Metals Ltd. — Proxy Solicitation & Information Statement 2024

Apr 18, 2024

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FireFly Metals Ltd ACN 110 336 733

Notice of General Meeting

A General Meeting of the Company will be held as follows:

Time and date: 8:30am (AWST) on Monday, 20 May 2024

In-person: Quest Kings Park, 54 Kings Park Road, West Perth WA 6005

The Notice of General Meeting should be read in its entirety.

If Shareholders are in doubt as to how to vote, they should seek advice from their suitably qualified professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company on +61 8 9220 9030.

Shareholders are urged to vote by lodging the Proxy Form

FireFly Metals Ltd ACN 110 336 733 (Company)

Notice of General Meeting

Notice is hereby given that a general meeting of Shareholders of FireFly Metals Ltd ( Company ) will be held at Quest Kings Park, 54 Kings Park Road, West Perth WA 6005, on Monday, 20 May 2024 at 8:30am (AWST) ( Meeting ).

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 8:30am (AWST) on Saturday, 18 May 2024.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.

Terms and abbreviations used in the Notice are defined in the Schedule.

Agenda

Resolution 1 – Ratification of prior issue of Gold Hunter Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 30,290,624 Gold Hunter Shares issued under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’

Resolution 2 – Ratification of prior issue of Charity FT Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 9,009,010 Charity FT Placement Shares issued under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’

Resolution 3 – Ratification of prior issue of Traditional FT Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 9,019,893 Traditional FT Placement Shares issued under Listing Rule 7.1, on the terms and conditions in the Explanatory Memorandum.’

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Resolution 4 – Ratification of prior issue of T1 Placement Shares

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

‘That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of:

• (a) 3,001,827 T1 Placement Shares issued under Listing Rule 7.1; and

• (b) 36,269,270 T1 Placement Shares issued under Listing Rule 7.1A,

on the terms and conditions in the Explanatory Memorandum.’

Resolution 5 – Approval of issue of T2 Placement Shares

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

‘That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 24,152,751 T2 Placement Shares on the terms and conditions in the Explanatory Memorandum.’

Voting exclusions

Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:

Resolution 1 : by or on behalf of Gold Hunter, or any of its associates or nominees.

Resolution 2 : by or on behalf of a person who participated in the issue of the Charity FT Placement Shares (including PearTree), or any of their respective associates, or their nominees.

Resolution 3 : by or on behalf of a person who participated in the issue of the Traditional FT Placement Shares (including Extract Capital), or any of their respective associates, or their nominees.

Resolution 4(a) and (b) : by or on behalf of a person who participated in the issue of the T1 Placement Shares, or any of their respective associates, or their nominees.

Resolution 5 : by or on behalf of BlackRock (or its nominee/s) or any person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder), or any of their respective associates.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

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Maddison Cramer Joint Company Secretary Firefly Metals Ltd Dated: 15 April 2024

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FireFly Metals Ltd ACN 110 336 733 (Company)

Explanatory Memorandum

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Quest Kings Park, 54 Kings Park Road, West Perth WA 6005, on Monday, 20 May 2024 at 8.30am (AWST).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted. The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Voting and attendance information
Section 3	Background to Resolutions 2 to 5 (inclusive)
Section 4	Resolution 1 – Ratification of prior issue of Gold Hunter Shares
Section 5	Resolution 2 – Ratification of prior issue of Charity FT Placement Shares
Section 6	Resolution 3 – Ratification of prior issue of Traditional FT Placement Shares
Section 7	Resolution 4 – Ratification of prior issue of T1 Placement Shares
Section 8	Resolution 5 – Approval of issue of T2 Placement Shares
Schedule 1	Definitions

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Voting and attendance information

Shareholders should read this Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

Voting on all proposed Resolutions at the Meeting will be conducted by poll. On a poll, each Shareholder has one vote for every fully paid ordinary Share held in the Company.

2.1 Voting in person

To vote in person, attend the Meeting on the date and at the place set out above.

2.2 Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

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2.3 Voting by proxy

A Proxy Form has been made available with the Notice. This is to be used by Shareholders if they wish to appoint a representative (a ‘proxy’) to vote in their place. All Shareholders are encouraged to vote by completing and submitting the Proxy Form to the Company in accordance with the instructions thereon. Submission of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);

• (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;

• (c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• (d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Section 250BC of the Corporations Act provides that, if:

• (a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members;

• (b) the appointed proxy is not the chair of the meeting;

• (c) at the meeting, a poll is duly demanded on the resolution; and

• (d) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Your proxy voting instruction must be received by Saturday, 18 May 2024 at 8.30am (AWST), being not later than 48 hours before the commencement of the Meeting.

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2.4 Chair’s voting intentions

The Chair intends to exercise all available proxies in favour of all Resolutions, unless the Shareholder has expressly indicated a different voting intention. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on any Resolution, in which case an ASX announcement will be made.

2.5 Submitting questions

Shareholders will also have the opportunity to submit questions during the Meeting in respect to the formal items of business. In order to ask a question during the Meeting, please follow the instructions from the Chair.

The Chair will attempt to respond to the questions during the Meeting. The Chair will request prior to a Shareholder asking a question that they identify themselves (including the entity name of their shareholding and the number of Shares they hold).

3. Background to Resolutions 2 to 5 (inclusive)

3.1

Capital Raising

On 28 March 2024, the Company announced a capital raising comprising:

• (a) a flow-through placement to raise C$6 million (approximately A$6.7 million[1] ) through the issue of 9,009,010 Shares at an issue price of C$0.666 (A$0.7503[1] ) per Share ( Charity FT Placement Shares ) as Canadian “flow-through shares”, as defined in the ITA ( Charity FT Placement );

• (b) a flow-through placement to raise C$6 million (approximately A$6.7 million[2] ) through the issue of 9,019,893 Shares at an issue price of C$0.6652 (A$0.7480[2] ) per Share ( Traditional FT Placement Shares ) as Canadian “flow-through shares”, as defined in the ITA ( Traditional FT Placement ); and

• (c) an institutional placement of 63,423,848 Shares priced at A$0.61 per Share to raise approximately A$38.7 million (before costs) ( Institutional Placement ) comprised of the following two tranches:

• (i) T1 Placement : the issue of 39,271,097 Shares to a range of sophisticated and professional investors ( T1 Placement Participants ) at an issue price of A$0.61 per Share ( T1 Placement Shares ) to raise approximately A$24 million, comprising:

  • (A) 3,001,827 T1 Placement Shares issued under Listing Rule 7.1; and

  • (B) 36,269,270 T1 Placement Shares issued under Listing Rule 7.1A; and

• (ii) T2 Placement : the issue of 24,152,751 Shares to BlackRock (on behalf of funds and accounts under management) at an issue price of A$0.61 per Share ( T2 Placement Shares ) to raise approximately A$14.7 million (before costs) subject to Shareholder approval pursuant to Listing Rule 7.1,

(together, the Capital Raising ).

1 Using an exchange rate of A$1.00 = C$0.8876

2 Using an exchange rate of A$1.00 = C$0.8893

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The Company entered into a joint lead manager mandate with Canaccord Genuity (Australia) Limited and BMO Nesbitt Burns Inc. ( Joint Lead Managers ) whereby the Joint Lead Managers acted as joint lead managers and bookrunners to the Company in connection with the Capital Raising ( Joint Lead Manager Mandate ).

Under the Joint Lead Manager Mandate, the Company agreed to pay the Joint Lead Managers the following fees in aggregate:

• (a) a capital raising fee of 4% and a management fee of 2% of the gross proceeds raised under the Block Trade (defined below) and Institutional Placement; and

• (b) a 2% advisory fee of the funds raised under the Traditional FT Placement,

(together, the Joint Lead Manager Fees ).

The Joint Lead Managers appointed Euroz Hartleys Limited ( Euroz ), Argonaut Securities Pty Ltd ( Argonaut ) and Shaw and Partners Limited ( Shaw ) as Co-Managers to the Capital Raise (together, the Co-Managers ). The Joint Lead Managers will pay a flat fee to each of Euroz, Argonaut and Shaw from the Joint Lead Manager Fees for their services as Co-Managers.

3.2 Charity FT Placement

Under the Charity FT Placement:

• (a) PearTree Securities Inc. ( PearTree ), as agent for certain investors ( Charity FT Investors ), subscribed for 9,009,010 Charity FT Placement Shares under a subscription and renunciation agreement ( PearTree Subscription Agreement ); and

• (b) pursuant to a block trade agreement between PearTree and the Joint Lead Managers, the Joint Lead Managers facilitated the secondary on-sale of the Charity FT Placement Shares issued to PearTree to select sophisticated and professional investors in Australia and certain other countries ( Block Trade Participants ), at a price per Share of A$0.61 ( Block Trade ).

If the Company and the Charity FT Investors comply with the detailed rules under the ITA, the Charity FT Investors will be entitled to deduct the amount renounced by the Company in computing income for Canadian income tax purposes for expenditures that qualify as ‘‘accelerated Canadian development expenditures’’ as defined in the ITA. The tax benefits associated with the Charity FT Placement Shares are available only to the Charity FT Investors (who are Canadian residents for the purposes of the ITA) and not to any other person who acquires the Charity FT Placement Shares through the on-sale or transfer of those Shares.

The Charity FT Placement Shares are intended to qualify as "flow-through shares" as defined in the ITA. The term “flow-through share” is a defined term in the ITA and is not a special type of share under corporate law. In this case, the term “flow-through share” refers to an ordinary share that was issued by the Company to PearTree (as agent for the Charity FT Investors) under an agreement in writing with PearTree (as agent for the Charity FT Investors) under which the Company agreed:

• (a) to incur certain Canadian qualifying expenditures by 31 December 2024, being ‘Canadian development expenditure’ in an amount equal to the gross proceeds raised in connection with the Canadian FT Placement Shares issued under the Canadian FT Placement; and

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• (b) to renounce such qualifying expenditures to the Charity FT Investors effective not later than 31 December 2024.

Refer to section 4.1(c) of the Company’s prospectus released to ASX on 4 April 2024 ( Prospectus ) for further details regarding the risk associated with the Charity FT Placement.

The Charity FT Placement Shares ceased to be “flow through shares” in the Block Trade and the Block Trade Participants received fully paid ordinary shares without any tax benefits associated with the Charity FT Placement Shares.

On 5 April 2024, the Company issued the Charity FT Placement Shares to PearTree using the Company’s available placement capacity under Listing Rule 7.1.

PearTree did not receive any fees or commission from the Company for their role with respect to the Charity FT Placement.

3.3 Traditional FT Placement

On 9 April 2024, the Company issued the Traditional FT Placement Shares to Extract Capital (or its nominee) under a subscription and renunciation agreement ( Extract Subscription Agreement ) using the Company’s available placement capacity under Listing Rule 7.1.

The Traditional FT Placement Shares are intended to qualify as "flow-through shares" as defined in the ITA. The term “flow-through share” is a defined term in the ITA and is not a special type of share under corporate law. In this case, the term “flow-through share” refers to an ordinary share that was issued by the Company to Extract Capital (or its nominee) under an agreement in writing with Extract Capital under which the Company agreed:

• (a) to incur certain Canadian qualifying expenditures by 31 December 2025, being ‘Canadian exploration expenditure’ in an amount equal to the gross proceeds raised in connection with the Traditional FT Placement Shares issued under the Traditional FT Placement; and

• (b) to renounce such qualifying expenditures to Extract Capital effective not later than 31 December 2024.

Refer to section 4.1(c) of the Company’s Prospectus for further details regarding the risk associated with the Traditional FT Placement.

If the Company and Extract Capital comply with the detailed rules under the ITA, Extract Capital will be entitled to deduct the amount renounced by the Company in computing income for Canadian income tax purposes and receive additional tax credits. The tax benefits associated with the Traditional FT Placement Shares are available only to Extract Capital (which is domiciled in Canada) and not to any other person who acquires the Traditional FT Placement Shares through the on-sale or transfer of those Shares.

3.4 Institutional Placement

• (a) T1 Placement

On 9 April 2024, the Company issued the T1 Placement Shares to the T1 Placement Participants utilising the Company’s existing placement capacity under Listing Rules 7.1 and 7.1A in the proportions set out in Section 3.1(c)(i) above.

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(b) T2 Placement

Subject to the requisite majority of Shareholders approving Resolution 5, the Company will issue the T2 Placement Shares to BlackRock (on behalf of funds and accounts under management). The Company issued BlackRock (on behalf of funds and accounts under management) 23,121,738 T1 Placement Shares pursuant to its participation in the T1 Placement.

4. Resolution 1 – Ratification of prior issue of Gold Hunter Shares

4.1

General

On 22 December 2023, the Company announced that it had entered into a share purchase agreement ( SPA ) with Gold Hunter Resources Inc. ( Gold Hunter ) to acquire 100% of the issued capital of 1451366 B.C. Ltd. ( Acquisition ). The Company completed the Acquisition on 26 March 2024 ( Completion ).

Prior to the Acquisition, 1451366 B.C. Ltd. was a wholly-owned subsidiary of Gold Hunter and held a 100% interest in certain mineral claims and an option to acquire a 100% interest in the Marwan Project, which together constitute 169km[2] of ground adjacent to the Company’s Green Bay Copper-Gold Project (together, the Gold Hunter Projects ). Subsequent to Completion, the Company exercised the option to acquire a 100% interest in the Marwan Project by the payment of C$500,000 in cash to the optionors. For further information on the Gold Hunter Projects, refer the Company’s ASX announcements dated 22 December 2023 and 26 March 2024.

The Acquisition was subject to a number of condition precedents which were all satisfied or waived prior to Completion.

In consideration for the Acquisition, the Company agreed to issue C$15,000,000 worth of Shares, being 30,290,624 Shares at a deemed issue price of A$0.5519 per Share (representing the 20-day VWAP of the Company’s Shares on the business day prior to the date of the SPA) ( Gold Hunter Shares ).

The Company issued the Gold Hunter Shares on 26 March 2024, and Completion of the Acquisition occurred on that date. Contemporaneously with Completion, the Company discharged an existing liability of Gold Hunter through the issue of 3,029,062 Shares to Kluane Capital at the same deemed issue price as the Gold Hunter Shares.

The SPA otherwise contains provisions considered standard for an agreement of this nature (including representations, warranties and indemnity provisions).

The Gold Hunter Shares were issued using the Company’s available placement capacity under Listing Rule 7.1 without the need for Shareholder approval.

Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of the Gold Hunter Shares.

4.2 Listing Rules 7.1 and 7.4

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

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The issue of the Gold Hunter Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under those Listing Rules for the 12-month period following the issue of the Gold Hunter Shares.

Listing Rule 7.4 provides an exception to Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1), those securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1.

The effect of Shareholders passing Resolution 1 will be to allow the Company to retain greater flexibility to issue Equity Securities without shareholder approval under the 15% placement capacity permitted by Listing Rule 7.1.

4.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 1 is passed, 30,290,624 Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 1 is not passed, 30,290,624 Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 30,290,624 Equity Securities for the 12-month period following the issue of the Gold Hunter Shares.

4.4 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Gold Hunter Shares:

• (a) The Gold Hunter Shares were issued to Gold Hunter, which, as at the date of this Notice, is a substantial Shareholder holding a voting power in the Company of 6.68% and is therefore a Material Investor. The Company understands that Gold Hunter intends to conduct an in-specie distribution to its shareholders of the Gold Hunter Shares in due course.

• (b) A total of 30,290,624 Shares were issued to Gold Hunter using the Company’s available placement capacity under Listing Rule 7.1, without the need for Shareholder approval.

• (c) The Gold Hunter Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue.

• (d) The Gold Hunter Shares were issued on 26 March 2024.

• (e) The Gold Hunter Shares were issued for nil cash consideration, as they were issued as consideration for the Acquisition. Accordingly, no funds were raised from the issue.

• (f) A summary of the material terms of the Acquisition and SPA are set out in Section 4.1.

• (g) A voting exclusion statement is included in the Notice.

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4.5 Additional information

Resolution 1 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 1.

5. Resolution 2 – Ratification of prior issue of Charity FT Placement Shares

5.1 General

The background to the Charity FT Placement is set out in Sections 3.1 and 3.2 above.

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of the Charity FT Placement Shares.

5.2 Listing Rules 7.1 and 7.4

Summaries of Listing Rules 7.1 and 7.4 are contained in Section 4.2 above.

The issue of the Charity FT Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under those Listing Rules for the 12-month period following the issue of the Charity FT Placement Shares.

The effect of Shareholders passing Resolution 2 will be to allow the Company to retain more flexibility to issue Equity Securities without shareholder approval under the 15% placement capacity permitted by Listing Rule 7.1.

5.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 2 is passed, the Charity FT Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 2 is not passed, the Charity FT Placement Shares will continue to be included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 9,009,010 Equity Securities for the 12 month period following the issue of the Charity FT Placement Shares.

5.4

Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Charity FT Placement Shares:

• (a) The Charity FT Placement Shares were issued to PearTree as agent for one or more Charity FT Investors. PearTree is a corporate advisor to the Company and is therefore a Material Investor, but following the divestment of the Charity FT Placement Shares, no longer holds Shares in the Company. The Block Trade Participants were identified through a bookbuild process, which involved the Joint Lead Managers and CoManagers seeking expressions of interest to participate in the Block Trade from existing contacts of the Company and clients of the Joint Lead Managers and CoManager. None of the Block Trade Participants are a related party or Material Investor.

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• (b) A total of 9,009,010 Charity FT Placement Shares were issued using the Company’s available placement capacity under Listing Rule 7.1, without the need for Shareholder approval.

• (c) The Charity FT Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue.

• (d) The Charity FT Placement Shares were issued on 5 April 2024.

• (e) The proceeds from the issue of the Charity FT Shares will be used towards phase two of the development drill drive (1,200m extension) at the Green Bay Copper-Gold Project.

• (f) The Charity FT Placement Shares were issued for C$0.666 (A$0.7503) per Share, using an exchange rate of A$1 = C$0.8876.

• (g) The Charity FT Placement Shares were issued pursuant to the PearTree Subscription Agreement. In accordance with the PearTree Subscription Agreement (amongst other things):

• (i) PearTree agreed to purchase the Charity FT Placement Shares as agent for the Charity FT Investors; and

• (ii) the Company agreed to use the proceeds from the Charity FT Placement to incur Qualifying Expenditures (as defined in the PearTree Subscription Agreement) and to renounce such expenditures for the benefit of the Charity FT Investors for the purposes of the ITA.

The PearTree Subscription Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations, warranties and indemnity provisions).

• (h) A voting exclusion statement is included in the Notice.

5.5 Additional information

Resolution 2 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 2 .

6. Resolution 3 – Ratification of prior issue of Traditional FT Placement Shares

6.1 General

The background to the Traditional FT Placement is set out in Sections 3.1 and 3.3 above.

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue of the Traditional FT Placement Shares.

6.2 Listing Rules 7.1 and 7.4

Summaries of Listing Rules 7.1 and 7.4 are contained in Section 4.2 above.

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The issue of the Traditional FT Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under those Listing Rules for the 12-month period following the issue of the Traditional FT Placement Shares.

The effect of Shareholders passing Resolution 3 will be to allow the Company to retain more flexibility to issue Equity Securities without shareholder approval under the 15% placement capacity permitted by Listing Rule 7.1.

6.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 3 is passed, the Traditional FT Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 3 is not passed, the Traditional FT Placement Shares will continue to be included in the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 9,019,893 Equity Securities for the 12 month period following the issue of the Traditional FT Placement Shares.

6.4 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of the Traditional FT Placement Shares:

• (a) The Traditional FT Placement Shares were issued to Extract Capital (or its nominee), which, as at the date of this Notice, holds 26,320,656 Shares on an indirect basis through the funds it manages, being:

• (i) Extract Capital Master Fund Ltd (which holds 13,341,485 Shares);

• (ii) Extract Exploration Fund (Cayman) LP (which holds 3,959,278 Shares); and

• (iii) Extract Flow Through Fund LP (which holds 9,019,893 Shares),

• which represents a voting power in the Company of 5.81% and is therefore a Material Investor.

• (b) A total of 9,019,893 Traditional FT Placement Shares were issued using the Company’s available placement capacity under Listing Rule 7.1, without the need for Shareholder approval.

• (c) The Traditional FT Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue.

• (d) The Traditional FT Placement Shares were issued on 9 April 2024.

• (e) The proceeds from the issue of the FT Shares will be used towards step-out resource growth and discovery exploration at the Green Bay Copper-Gold Project and Gold Hunter Projects.

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• (f) The Traditional FT Placement Shares were issued for C$0.6652 (A$0.7480) per Share, using an exchange rate of A$1 = C$0.8893.

• (g) The Traditional FT Placement Shares were issued pursuant to the Extract Subscription Agreement. In accordance with the Extract Subscription Agreement (amongst other things):

• (i) Extract Capital agreed to purchase the Traditional FT Placement Shares under the Traditional FT Placement; and

• (ii) the Company agreed to use the proceeds from the Traditional FT Placement to incur Qualifying Expenditures (as defined in the Extract Subscription Agreement) and to renounce such expenditures for the benefit of Extract Capital for the purposes of the ITA.

The Extract Subscription Agreement otherwise contains provisions considered standard for an agreement of its nature (including representations, warranties and indemnity provisions).

• (h) A voting exclusion statement is included in the Notice.

6.5 Additional information

Resolution 3 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 3 .

7. Resolution 4 – Ratification of prior issue of T1 Placement Shares

7.1 General

The background to the T1 Placement is set out in Sections 3.1 and 3.4(a) above.

Resolution 4(a) and (b) seek the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of the T1 Placement Shares.

7.2 Listing Rules 7.1, 7.1A and 7.4

A summary of Listing Rules 7.1 and 7.4 is contained in Section 4.2 above.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 23 November 2023.

The issue of the T1 Placement Shares does not fit within any of the exceptions to Listing Rules 7.1 and 7.1A and, as it has not yet been approved by Shareholders, effectively uses up part of the Company’s 15% placement capacity under Listing Rule 7.1 and all of the additional 10% placement capacity under Listing Rule 7.1A. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12-month period following the date the Company agreed to issue the T1 Placement Shares pursuant to the T1 Placement.

The effect of Shareholders passing Resolution 4(a) and (b) will be to allow the Company to retain the flexibility to issue Equity Securities in the future without shareholder approval under

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the 15% placement capacity permitted by Listing Rule 7.1, and the additional 10% placement capacity permitted by Listing Rule 7.1A.

7.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 4(a) is passed, 3,001,827 T1 Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1 effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 4(b) is passed, 36,269,270 T1 Placement Shares will be excluded in calculating the Company’s 10% limit in Listing Rule 7.1A, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date.

If Resolution 4(a) is not passed, the 3,001,827 T1 Placement Shares will continue to be included in the Company’s 15% limit under Listing Rule 7.1 , effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 3,001,827 Equity Securities for the 12 month period following the issue of those T1 Placement Shares.

If Resolution 4(b) is not passed, 36,269,270 T1 Placement Shares will continue to be included in the Company's 10% limit under Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 36,269,270 Equity Securities for the 12 month period following the issue of those T1 Placement Shares (and assuming the Company's approval under Listing Rule 7.1A remains in force for this period).

7.4 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of or agreement to issue the T1 Placement Shares:

• (a) The T1 Placement Shares were issued to the T1 Placement Participants, none of whom are a related party of the Company or a Material Investor. The T1 Placement Participants were identified through a bookbuild process, which involved the Joint Lead Managers and Co-Managers seeking expressions of interest to participate in the T1 Placement from new and existing contacts of the Company and clients of the Joint Lead Managers and Co-Managers.

• (b) 39,271,097 T1 Placement Shares were issued as follows:

• (i) 3,001,827 Shares issued within the Company’s 15% placement capacity permitted under Listing Rule 7.1; and

• (ii) 36,269,270 Shares were issued within the Company’s additional 10% placement capacity permitted under Listing Rule 7.1A.

• (c) The T1 Placement Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue.

• (d) The T1 Placement Shares were issued on 9 April 2024.

• (e) The T1 Placement Shares were issued at an issue price of A$0.61 each.

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• (f) The proceeds from the issue of the T1 Placement Shares are intended to be used as follows:

• (i) in the same manner as the proceeds of the Charity FT Placement Shares and Traditional FT Placement Shares as set out in Sections 5.4(e) and 6.4(e) respectively; and

• (ii) towards upscaled engineering studies, general working capital and the costs of the Capital Raising.

• (g) There are no other material terms to the agreement for the subscription of the T1 Placement Shares.

• (h) A voting exclusion statement is included in the Notice.

7.5 Additional information

Resolution 4(a) and (b) are ordinary resolutions.

The Board recommends that Shareholders vote in favour of Resolution 4(a) and (b).

8. Resolution 5 – Approval of issue of T2 Placement Shares

8.1 General

The background to the T2 Placement is set out in Sections 3.1 and 3.4(b) above.

Resolution 5 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the T2 Placement Shares to BlackRock (on behalf of funds and accounts under management).

8.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is in Section 4.2 above.

The proposed issue of the T2 Placement Shares does not fit within any of the exceptions to Listing Rule 7.1 and the Company does not have sufficient placement capacity remaining under Listing Rule 7.1 and 7.1A to accommodate the issue of the T2 Placement Shares.

The effect of Shareholders passing Resolution 5 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% placement capacity set out in Listing Rule 7.1, without the requirement to obtain prior Shareholder approval.

8.3 Technical information required by ASX Listing Rule 14.1A

If Resolution 5 is passed, the Company will be able to proceed with the issue of the T2 Placement Shares.

If Resolution 5 is not passed, the Company will not be able to proceed with the issue of the T2 Placement Shares and, accordingly, will not raise approximately A$14.7 million (before costs) through the issue of the T2 Placement Shares.

8.4

Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the proposed issue of the T2 Placement Shares:

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• (a) The T2 Placement Shares will be issued to BlackRock (on behalf of funds and accounts under management), which is not a related party of the Company but is a Material Investor due to being issued 23,121,738 T1 Placement Shares. As at the date of this Notice, BlackRock holds voting power in the Company of 5.10%.

• (b) A maximum of 24,152,751 Shares will be issued under the T2 Placement.

• (c) The T2 Placement Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company's existing Shares on issue.

• (d) The T2 Placement Shares will be issued no later than 3 months after the date of the Meeting.

• (e) The T2 Placement Shares will be issued at an issue price of A$0.61 each, being the same price at which the T1 Placement Shares were issued.

• (f) The proceeds from the issue of the T2 Placement Shares are intended to be used in the same manner as the proceeds of the T1 Placement Shares as set out in Section 7.4(f) above.

• (g) There are no other material terms to the agreement for the subscription of the T2 Placement Shares.

• (h) A voting exclusion statement is included in the Notice.

8.5 Additional information

Resolution 5 is an ordinary resolution.

The Board recommends that Shareholders vote in favour of Resolution 5.

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Schedule 1 Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ or A$	means Australian Dollars.
20-day VWAP	means the VWAP of the Company’s Shares over the 20 consecutive
	trading days.
Acquisition	has the meaning given in Section 4.1.
ASX	means the ASX Limited (ACN 008 624 691) and, where the context
	permits, the Australian Securities Exchange operated by ASX Limited.
AWST	means Australian Western Standard Time.
BlackRock	means BlackRock Investment Management (UK) Limited on behalf of
	funds and accounts under management together with BlackRock
	Investment Management, LLC on behalf of funds and accounts under
	management.
Block Trade	has the meaning given in Section 3.2(b).
Block Trade Participants	has the meaning given in Section 3.2(b).
Board	means the board of Directors.
C$	means Canadian dollars.
Canaccord	means Canaccord Genuity (Australia) Limited.
Chair	means the person appointed to chair the Meeting of the Company
	convened by the Notice.
Charity FT Investors	has the meaning given in Section 3.2(a).
Charity FT Placement	has the meaning given in Section 3.1(a).
Charity FT Placement	has the meaning given in Section 3.1(a).
Shares
Co-Managers	means Euroz Hartleys Limited, Argonaut Securities Pty Ltd and Shaw
	and Partners Limited.
Company	means FireFly Metals Ltd (ACN 110 336 733).
Corporations Act	means the_Corporations Act 2001_(Cth), as amended.
Director	means a director of the Company.
Equity Security	has the same meaning as in the Listing Rules.
Explanatory Memorandum	means the explanatory memorandum which forms part of the Notice.

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Extract Capital	means Extract Advisors LLC, the funds under its control, and Extract
	Flow Through Fund LP.
Extract Subscription	has the meaning given in Section 3.3.
Agreement
Gold Hunter	means Gold Hunter Resources Inc., a corporation governed by the
	laws of the Province of British Columbia.
Gold Hunter Projects	has the meaning given in Section 4.1.
Gold Hunter Shares	has the meaning given in Section 4.1.
Green Bay Copper Gold-	means the Company’s copper-gold project located in Newfoundland,
Project	Canada.
ITA	means the_Income Tax Act_(Canada).
Joint Lead Managers	means Canaccord and BMO Nesbitt Burns Inc.
Key Management	has the same meaning as in the accounting standards issued by the
Personnel	Australian Accounting Standards Board and means those persons
	having authority and responsibility for planning, directing and
	controlling the activities of the Company, or if the Company is part of a
	consolidated entity, of the consolidated entity, directly or indirectly,
	including any Director (whether executive or otherwise) of the
	Company, or if the Company is part of a consolidated entity, of an
	entity within the consolidated group.
Kluane Capital	means Kluane Capital FZCO.
Listing Rules	means the listing rules of ASX.
Material Investor	means, in relation to the Company:
	(a) a related party;
	(b) Key Management Personnel;
	(c) a substantial Shareholder;
	(d) an advisor; or
	(e) an associate of the above,
	who received or will receive Securities in the Company which
	constitute more than 1% of the Company's anticipated capital structure
	at the time of issue.
Marwan Project	means the project comprising the Marwan Claims (refer to the
	Company’s ASX announcement dated 22 December 2023 and titled
	‘FireFly agrees to acquire additional ground at Green Bay Copper-Gold
	Project, Canada’ for further details).
Meeting	has the meaning given in the introductory paragraph of the Notice.
Notice	means this notice of general meeting.

Page 20

PearTree	means PearTree Securities Inc.
PearTree Subscription	has the meaning given in Section 3.2(a).
Agreement
Performance Right	means a right, subject to certain terms and conditions, to acquire a
	Share on the satisfaction (or waiver) of certain performance conditions.
Proxy Form	means the proxy form attached to the Notice.
Resolution	means a resolution referred to in the Notice.
Schedule	means a schedule to the Notice.
Section	means a section of the Explanatory Memorandum.
Securities	means any Equity Securities of the Company (including Shares,
	Options and/or Performance Rights).
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the holder of a Share.
SPA	has the meaning given in Section 4.1.
T1 Placement	has the meaning given in Section 3.1(c)(i).
T1 Placement Participants	has the meaning given in Section 3.1(c)(i).
T1 Placement Shares	has the meaning given in Section 3.1(c)(i).
T2 Placement	has the meaning given in Section 3.1(c)(ii).
T2 Placement Shares	has the meaning given in Section 3.1(c)(ii).
Traditional FT Placement	has the meaning given in Section 3.1(b).
Traditional FT Placement	has the meaning given in Section 3.1(b).
Shares
VWAP	has the meaning given to the term ‘volume weighted average market
	price’ in the Listing Rules.

Page 21

FireFly M E T A L S

FireFly Metals Ltd ABN 96 110 336 733

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 8:30am (AWST) on Saturday, 18 May 2024.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 183741

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of FireFly Metals Ltd hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of FireFly Metals Ltd to be held at Quest Kings Park, 54 Kings Park Road, West Perth, WA 6005 on Monday, 20 May 2024 at 8:30am (AWST) and at any adjournment or postponement of that meeting.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

			For	Against Abstain	Against Abstain
Resolution	1	Ratification of prior issue of Gold Hunter Shares
Resolution	2	Ratification of prior issue of Charity FT Placement Shares
Resolution	3	Ratification of prior issue of Traditional FT Placement Shares
Resolution	4a	Ratification of prior issue of T1 Placement Shares under Listing Rule 7.1
Resolution	4b	Ratification of prior issue of T1 Placement Shares under Listing Rule 7.1A
Resolution	5	Approval of issue of T2 Placement Shares

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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3 0 8 3 1 4 A

F F M

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19 April 2024

Dear Shareholder

General Meeting – Notice and Proxy Form

Notice is given that a general meeting ( Meeting ) of Shareholders of FireFly Metals Ltd (ASX:FFM) ( Company ) will be held as follows:

• Time and date : 8:30am (AWST) on Monday, 20 May 2024

Location: Quest Kings Park, 54 Kings Park Road, West Perth WA 6005

Notice of Meeting

As permitted by the Corporations Act 2001 (Cth) the Company will not be dispatching physical copies of the Notice of Meeting unless individual shareholders have made a valid election to receive documents in hard copy. Instead, the Notice of Meeting and accompanying explanatory statement ( Meeting Materials ) are being made available to shareholders electronically and can be viewed and downloaded from:

• the Company’s website at https://fireflymetals.com.au and

• the ASX market announcements page under the Company’s code “FFM”.

If you have nominated an email address and have elected to receive electronic communications from the Company, you will also receive an email to your nominated email address with a link to an electronic copy of the Notice of Meeting.

Voting at the Meeting or by proxy

Shareholders can vote by attending the Meeting in person, by proxy or by appointing an authorised representative. Shareholders are encouraged to vote by lodging a proxy form.

Proxy forms can be lodged:

Online: www.investorvote.com.au (control number: 183741) or use your mobile device to scan the personalised QR code

By mail: Computershare Investor Services Pty Limited GPO Box 242, Melbourne VIC 3001, Australia By fax: 1800 783 447 within Australia or +61 3 9473 2555 outside Australia

For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Your proxy voting instruction must be received by 8:30am (AWST) on Saturday, 18 May 2024, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

If you have questions about your Proxy Form or difficulties accessing the Notice of Meeting, please contact Computershare Investor Services on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia).

The Meeting Materials should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Authorised for release by:

Maddison Cramer Joint Company Secretary FireFly Metals Ltd

FireFly Metals Ltd

ACN 110 336 733

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