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FireFly Metals Ltd. Proxy Solicitation & Information Statement 2025

Jul 30, 2025

48548_rns_2025-07-30_b6b45f26-c5ed-43f8-9da2-6063712360d3.pdf

Proxy Solicitation & Information Statement

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FireFly

METALS

FireFly Metals Ltd

ABN 96 110 336 733

Computershare

320 Bay Street, 14th Floor

Toronto, ON M5H 4A6

www.computershare.com

Security Class

Holder Account Number

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Form of Proxy - General Meeting to be held on 28 August 2025 at 11:00am (AWST) (which corresponds to 27 August 2025 at 11:00pm (EDT))

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominee whose name is printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
  4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominee listed on the reverse, this proxy will be voted as recommended by Management.
  6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
  7. 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.
  8. 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%.
  9. 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.
  10. A proxy need not be a securityholder of the Company.
  11. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of General Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
  12. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 11:00 AM AWST on August 26, 2025.

(which corresponds to 11:00 PM (EDT) on August 25, 2025)

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

  • Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

To Vote Using the Internet

  • Go to the following web site: www.investorvote.com
  • Smartphone? Scan the QR code to vote now.

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If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominee named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

023L0B


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Appointment of Proxyholder

I/We being holder(s) of securities of FIREFLY METALS LTD (the "Corporation") hereby appoint: the Chairman of the Meeting (the "Management Nominee")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominee listed herein.

as my/our proxyholder 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 proxyholder sees fit) at the General Meeting of the Corporation to be held at the Quest Kings Park, 54 Kings Park Road, West Perth, WA 6005 on Thursday August 28, 2025 at 11:00am (AWST) (which corresponds to 11:00 PM (EDT) on Wednesday, August 27, 2025) and at any adjournment or postponement of that meeting.

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
1. Resolution 1 Ratification of prior issue of Deferred Consideration Shares
2. Resolution 2 Ratification of prior issue of Charity FT Placement Shares
3. Resolution 3 Ratification of prior issue of T1 Placement Shares
4. Resolution 4 Approval to issue T2 Placement Shares
5. Resolution 5 Ratification of prior issue of Canadian Offering 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 and a press release issued in Canada.

Signature of Proxyholder

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominee, this Proxy will be voted as recommended by Management.

If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

Signature(s)

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Date

DD/MM/YY

Signing Capacity

FFLQ

383827

AR0

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023L1B