FireFly Metals Ltd. — Proxy Solicitation & Information Statement 2025

Nov 4, 2025

FireFly
METALS

4 November 2025

Dear Shareholder

ADDENDUM TO 2025 NOTICE OF ANNUAL GENERAL MEETING

FireFly Metals Ltd ACN 110 336 733 (Company) hereby provides this Addendum (Addendum) to the Notice of Annual General Meeting dated 1 October 2025 (Notice of Meeting).

The Meeting will be held at 3:00pm (AWST) on Thursday, 20 November 2025 at the InterContinental Perth City Centre, 815 Hay Street, Perth Western Australia 6000.

Defined terms in the Notice of Meeting have the same meaning in this Addendum unless otherwise stated.

This Addendum is supplemental to the Notice of Meeting and should be read in conjunction with the Notice of Meeting. Save for the amendments set out below, the Notice of Meeting remains unchanged.

The numbering used in this Addendum is a continuation of the numbering in the Notice of Meeting.

This Addendum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their suitably qualified professional advisors prior to voting.

Clarification of Exemption from TSX Rules for Security Based Compensation Arrangements

The Company wishes to clarify that in reliance on Section 602.1 of the TSX Company Manual (the "Manual"), the Company has sought and been granted an exemption from the requirements of Section 613 of the Manual in relation to the approval of security-based compensation arrangements on the basis that the approval requirements under the ASX Listing Rules are adhered with. The Company sought the exemption on the basis that: (i) the Company's primary listing is the Australian Securities Exchange; (ii) the Company is incorporated in Australia; and (iii) less than 25% of trading volume in the Company's shares was on Canadian marketplaces.

ADDITIONAL RESOLUTION

By this Addendum:

• additional Resolution 6 is added to the Notice of Meeting and will be considered at the Meeting; and
• new Section 9 in respect of the additional Resolution is added to the Explanatory Memorandum in relation to the Notice of Meeting.

REPLACEMENT PROXY FORM

A replacement Proxy Form has been made available with this Addendum.

If Shareholders wish to have their votes counted by proxy in respect of Resolution 6, Shareholders must use the replacement Proxy Form to vote on ALL Resolutions. In the event that a Shareholder provides a replacement Proxy Form, any Proxy Form dispatched with the original Notice of Meeting which has been completed by that Shareholder will be disregarded. If you have already voted and do not wish

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

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to vote on Resolution 6 or otherwise change your proxy vote, you do not need to take any action, as the proxy you previously submitted remains valid.

The Company may accept Proxy Forms dispatched with the original Notice of Meeting received from Shareholders in the event that a replacement Proxy Form is not provided by the relevant Shareholder.

BY ORDER OF THE BOARD

Laura Noonan-Crowe
General Counsel and Company Secretary
FireFly Metals Ltd

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FireFly Metals Ltd ACN 110 336 733 (Company)

Addendum to Notice of Meeting

ADDITIONAL RESOLUTION

The following additional Resolution is inserted in the Notice of Meeting as follows:

Resolution 6 – Election of Director – Leanne Heywood

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

'That, for the purposes of Listing Rule 14.4, article 7.6(c) of the Constitution and for all other purposes, Leanne Heywood, a Director who was appointed as a Director by the Board of Directors on 3 November 2025 retires and, being eligible, is elected as a Director of the Company, on the terms and conditions in the Explanatory Memorandum.'

EXPLANATORY MEMORANDUM

The following new Section is added to the Explanatory Memorandum in relation to the Notice of Meeting in respect of Resolution 6 as follows:

9. Resolution 6 – Election of Director – Leanne Heywood

9.1 General

Article 7.6(a) of the Constitution provides that the Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors.

Article 7.6(c) and Listing Rule 14.4 both require that a Director appointed as a casual vacancy or as an addition to the existing Board must not hold office without election past the next annual general meeting of the Company following the Director's appointment.

Ms Heywood was appointed by the Board as a Director on 3 November 2025. Accordingly, Leanne Heywood retires at this Meeting and, being eligible and offering herself for election, seeks election pursuant to Resolution 6.

If elected, Ms Heywood is considered by the Board (with Ms Heywood abstaining) to be an independent Director. Ms Heywood is not considered by the Board to hold any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect, her capacity to bring independent judgement to bear on issues before the Board and to act in the best interests of the Company as a whole, rather than the interests of an individual security holder or other party.

The Company confirms that it took appropriate checks into Ms Heywood's background and experience prior to her appointment and that these checks did not identify any areas or information of concern.

Ms Heywood has acknowledged to the Company that she will have sufficient time to fulfil her responsibilities as a Director.

If Resolution 6 is passed, Ms Heywood will retire at the conclusion of the Meeting and will be immediately elected as a Director.

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If Resolution 6 is not passed, Ms Heywood will retire at the conclusion of the Meeting and will not be elected as a Director.

9.2 Leanne Heywood

Ms Heywood, who is a Fellow of accounting body CPA Australia, has significant experience as an international executive in the mining sector.

Most recently, she held a senior international copper marketing role with Rio Tinto Limited (ASX:RIO) (Rio Tinto) and, prior to that, she was Chief Financial Officer of a copper mine in the Rio Tinto portfolio.

Ms Heywood currently serves as a Non-Executive Director of Deterra Royalties Limited (ASX:DRR), Snowy Hydro Limited, Lotus Resources Limited (ASX:LOT), Advanced Energy Minerals, Denison Gas Limited and The Royal Flying Doctor Service of Australia (South Eastern Section).

She previously served as a Non-Executive Director of MAC Copper Limited before its US$1.0 billion takeover by Harmony Gold Mining Company Limited in October 2025, and served as Non-Executive Director and Chair of the Audit Committee at Arcadium Lithium plc (NYSE:ALTM), prior to its acquisition by Rio Tinto in March 2025.

Ms Heywood was New South Wales Business Woman of the Year in 2019 and in 2021 was awarded the Medal of the Order of Australia (OAM).

She holds an MBA from the University of Melbourne, is a graduate of the Australian Institute of Company Directors (GAICD) and a Fellow of CPA Australia.

Ms Heywood does not hold any other material directorships, other than as disclosed in this Notice.

9.3 Board recommendation

Resolution 6 is an ordinary resolution.

The Board (other than Ms Heywood, who abstains from making a recommendation given her personal interest in the outcome of Resolution 6) recommends that Shareholders vote in favour of Resolution 6 for the following reasons:

(a) Ms Heywood's membership of the Board as a Non-Executive Director will strengthen the independence and gender diversity of the Board and the Committees upon which it is proposed Ms Heywood will serve, being the Audit and Risk Management Committee and the Nomination and Remuneration Committee;

(b) Ms Heywood's financial management expertise, including her experience as a Chief Financial Officer of a copper mine in the Rio Tinto portfolio and her Fellowship of the accounting body, CPA Australia, will enhance the skills mix of the Board and the Audit and Risk Management Committee; and

(c) Ms Heywood's experience in the copper sector, gained as an executive in financial and marketing roles, and as a non-executive director, will enable her to provide valuable insights as the Company progresses from exploration to development and towards becoming a copper and gold producer.

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4 November 2025

FireFly METALS

Dear Shareholder

Annual General Meeting – Addendum to Notice of Meeting and Replacement Proxy Form

We refer to the Notice of Meeting dated 1 October 2025 (Notice of Meeting) notifying Shareholders that the Annual General Meeting (Meeting) of Shareholders of FireFly Metals Ltd (ASX/TSX:FFM) (Company) will be held as follows:

Time and date: 3:00pm (AWST) on Thursday, 20 November 2025

Location: InterContinental Perth City Centre, 815 Hay Street, Perth Western Australia 6000

Addendum to Notice of Meeting

The Company has provided an Addendum to the Notice of Meeting (Addendum).

The Addendum is supplemental to the original Notice of Meeting and should be read in conjunction with the Notice of Meeting.

As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the Addendum unless individual Shareholders have made a valid election to receive documents in hard copy. Instead, the Addendum and accompanying materials (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/asx-announcements/ and the ASX market announcements page under the Company's code "FFM"; and
• for holders of shares on the Company's Canadian registry, on the Company's website at https://fireflymetals.com.au/canadian-notice-and-access-agm-materials/ and under the Company's profile at SEDAR+ (www.sedarplus.ca).

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 Addendum.

Replacement Proxy Form

A replacement Proxy Form has been made available with the Addendum.

If Shareholders wish to have their votes counted by proxy in respect of Resolution 6, Shareholders must use the replacement Proxy Form to vote on ALL Resolutions. In the event that a Shareholder provides a replacement Proxy Form, any Proxy Form dispatched with the original Notice of Meeting which has been completed by that Shareholder will be disregarded. If you have already voted and do not wish to vote on Resolution 6 or otherwise change your proxy vote, you do not need to take any action, as the proxy you previously submitted remains valid.

The Company may accept Proxy Forms dispatched with the original Notice of Meeting received from Shareholders in the event that a replacement Proxy Form is not provided by the relevant Shareholder.

Voting by Canadian registered Shareholders and beneficial Shareholders

For Canadian beneficial Shareholders and Canadian registered Shareholders, please see the 'Voting and Attendance Information' section of the Explanatory Memorandum accompanying the original Notice of Meeting for the relevant voting information.

The voting instructions remain the same as set out in the Explanatory Memorandum, except that the replacement Proxy Form may be used to vote on ALL Resolutions, including the new Resolution 6.

The Addendum has been posted in full, together with the Notice of Meeting and the replacement form of proxy for the Company's Canadian registry, on the Company's website at https://fireflymetals.com.au/canadian-notice-and-access-agm-materials/ and under the Company's profile at SEDAR+ (www.sedarplus.ca), the Canadian Securities Administrators' national system that all market participants use for filings and disclosure.

FireFly Metals Ltd

+61 8 9220 9030

info@fireflymetals.com.au

www.fireflymetals.com.au

ACN 110 336 733

Principal & Registered Office:

Level 2/8 Richardson Street West Perth WA 6005

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Shareholders will not receive a paper copy of the Addendum from the Company, or from any intermediary, unless a Shareholder specifically requests one. Any Shareholder may request a paper copy of the Addendum be mailed to them, at no cost, by contacting the Company via email to cosec@fireflymetals.com.au.

To allow adequate time for a Shareholder to receive and review a paper copy of the Addendum and then to submit their vote by 2:00am (Toronto Time) on Tuesday, 18 November 2025, a Shareholder requesting a paper copy of the Addendum as described above, should ensure such request is received by the Company no later than 5:00pm (Toronto Time) on Friday, 7 November, 2025.

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: 188170) 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 3:00pm (AWST) on Tuesday, 18 November 2025, 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:

Laura Noonan-Crowe
Company Secretary
FireFly Metals Ltd

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