FireFly Metals Ltd. — Share Issue/Capital Change 2025

Jun 5, 2025

BMO

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FireFly Metals Ltd

Treasury Offering of Ordinary Shares

June 4, 2025

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in any provinces or territories of Canada. The preliminary short form prospectus, the final prospectus, and any amendments thereto will be accessible through SEDAR+. Copies of the document may be obtained from BMO Capital Markets by phone at 905-791-3151, Ext. 4312 or email at torbramwarehouse@datagroup.ca.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, the final short form prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The offered securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This document does not constitute an offer to sell or a solicitation of an offer to buy any of the offered securities within the United States.

Terms and Conditions

Issuer: FireFly Metals Ltd (the "Company").

Offering: 30,000,000 Ordinary Shares of the Company ("Ordinary Shares").

Offering Price: C$0.86 per Ordinary Share ("Ordinary Share Offering Price").

Offering Size: C$25,800,000 (approximately A$28.8 million) (the "Ordinary Shares Offering").

Over-Allotment Option: The Company has granted BMO Capital Markets an option, exercisable, in whole or in part, at any time until and including 30 days following the closing of the Ordinary Shares Offering, to purchase up to an additional 10% of the Ordinary Shares Offering at the Ordinary Share Offering Price to cover over-allotments, if any, and for market stabilization purposes.

Use of Proceeds: The net proceeds of the Ordinary Shares Offering will be used for underground development, Resource extension and infill drilling, regional and near mine exploration and drill testing, pre-construction and study works at the Green Bay Project, transaction costs and working capital.

Form of Offering: Bought deal by way of a short-form prospectus to be filed in all provinces of Canada, except Quebec. U.S. sales by private placement via Rule 144A and offshore sales by private placement pursuant to applicable securities laws.

Concurrent Australian Placement: In addition to the Ordinary Shares Offering, the Company will also be conducting a A$11.2 million charity flow-through placement, A$26.9 million institutional placement, and up to A$5.0 million retail share purchase plan (subject to the Board of the Company's discretion to accept oversubscriptions under the share purchase plan) in respect of ordinary shares of the Company (altogether, the "Australian Placement").

Listing: An application will be made to list the Ordinary Shares on the Toronto Stock Exchange (the "TSX"), the conditional approval of which shall be obtained prior to closing of the Ordinary Shares Offering. The existing ordinary shares are listed on TSX and ASX under the symbol "FFM".

Eligibility: Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs, FHSAs, and DPSPs.

Sole Bookrunner: BMO Capital Markets.

Commission: 5.0% on the Ordinary Shares Offering.

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Closing:

On or about June 20, 2025 for the Ordinary Shares Offering or as otherwise agreed by BMO Capital Markets and the Company. On or about June 13, 2025 for the concurrent Australian Placement.