Proceeds from the raising to be used to accelerate exploration campaign with seven rigs to drive rapid value by increasing and upgrading the Mineral Resource while conducting mining studies

• FireFly has received firm commitments totalling approximately A$95m (before costs) via a charity flow-through offering, two-tranche institutional placement, and Canadian bought deal financing
• FireFly also intends to undertake a non-underwritten Share Purchase Plan to raise up to an additional A$5m (before costs) at the same offer price as the two-tranche institutional placement
• FireFly will receive an average price of A$1 per share in the raising, representing a discount of just 2.9% to the last sale price, after allowing for the Canadian flow-through premium

FireFly Metals Ltd (ASX: FFM) (TSX: FFM) is pleased to announce a highly successful equity raising which ensures the Company is set for substantial ongoing growth through its Green Bay Copper-Gold Project in Canada.

FireFly has received firm commitments to raise up to ~A$95 million (before costs) by the issue of up to approximately 94.7 million fully paid ordinary shares in the Company  under the Equity Raising (defined below). By utilising the Canadian flow-through provisions, the Company will receive an average price of A$1 per New Share, which is a discount of just 2.9% to the last sale price.

FireFly Managing Director Steve Parsons said: “The overwhelming demand for the raising reflects the quality and growth outlook at Green Bay, our commitment to a multi-rig exploration campaign and the demand among global investors for top-shelf copper-gold projects.

“The combination of the exceptional Green Bay asset, our proven exploration team and our A$135m cash war chest is the ideal recipe for growth.

“This outlook is further enhanced by the shortage of such outstanding projects which can meet investors’ surging appetite for copper-gold exposure”.

Equity Raising Details

The equity raising will be completed in three parts, comprising:

• ~A$11.2 million (~C$10.0 million) charity flow-through placement to Canadian investors priced at approximately A$1.49 per New Share, which represents a 44.6% premium to FireFly’s last closing price on Wednesday, 4 June 2025, and a 55.0% premium to the offer price under the Institutional Placement of A$0.96 per New Share (Charity Flow-Through Placement);
• ~A$54.9 million two-tranche institutional placement at the offer price of A$0.96 per New Share, which represents a 6.8% discount to FireFly’s last closing price and a 7.2% discount to FireFly’s 10-day volume weighted average price up to and including Wednesday, 4 June 2025 (Institutional Placement); and
• ~A$28.8 million (~C$25.8 million) fully underwritten Canadian bought deal offering with BMO Capital Markets.

Concurrently with the Equity Raising, FireFly is also offering Eligible Shareholders (defined below) the opportunity to participate in a non-underwritten Share Purchase Plan to raise up to an additional A$5,000,000 before costs (with the ability to accept oversubscriptions, at the discretion of the Company).

Charity Flow-Through Placement 

The Company has received firm commitments under the Charity Flow-Through Placement to raise approximately C$10.0 million (~A$11.2 million)¹, before costs, through the issue of approximately 7.6 million New Shares at an issue price of approximately C$1.32 (A$1.49) per New Share to be issued as Canadian “flow-through shares”, which provide tax incentives to those investors for certain exploration expenditures that qualify under the Income Tax Act (Canada).

Pursuant to a block trade agreement between PearTree Securities Inc. and Canaccord Genuity (Australia) Limited, Canaccord Genuity will facilitate the secondary sale of the Flow-Through Shares acquired by PearTree clients under the Charity Flow-Through Placement to sophisticated and professional investors by way of a block trade at A$0.96 per Flow-Through Share.

The tax benefits associated with the Flow-Through Shares are available only to the initial investors (who are Canadian residents) and not to any other person who acquires the Flow-Through Shares through the on-sale or transfer of those Flow-Through Shares.

The Flow-Through Shares will be issued under the Company’s existing placement capacity under ASX Listing Rule 7.1.

Settlement of the New Shares under the Charity Flow-Through Placement is expected to occur on 13 June 2025 (followed by the block trade). The Flow-Through Shares will rank equally with the Company’s existing ordinary shares on issue.

A transaction specific prospectus under section 713 of the Corporations Act 2001 (Cth) (Corporations Act) will be issued in connection with the Charity Flow-Through Placement to facilitate secondary trading of the New Shares the subject of the Charity Flow-Through Placement.

The Charity Flow-Through Placement has been facilitated by Canadian flow-through share exempt market dealer, PearTree, pursuant to a subscription and renunciation agreement with the Company. PearTree will not receive any fees or commission from the Company for its role with respect to the Charity Flow-Through Placement.

Institutional Placement

The Company has received firm commitments from sophisticated and professional investors under the Institutional Placement to raise approximately A$54.9 million (before costs) through the issue of approximately 57.2 million New Shares at an issue price of A$0.96 per New Share.

The Institutional Placement consists of approximately:

• 28.1 million New Shares to be issued under FireFly’s existing placement capacity under ASX Listing Rule 7.1 to raise approximately A$26.9 million (before costs) (T1 Placement Shares); and
• 29.2 million New Shares to raise approximately A$28.0 million (before costs), subject to receipt of shareholder approval at a general meeting expected to be held in mid-July 2025 (T2 Placement Shares).

Settlement of the T1 Placement Shares is expected to occur on or around Friday, 13 June 2025.

Canadian Bought Deal Financing

FireFly has entered into an agreement with BMO Nesbitt Burns Inc. pursuant to which BMO has agreed to purchase, on a bought deal basis, 30,000,000 New Shares at a price of C$0.86 (A$0.96) per New Share for gross proceeds of C$25.8 million (approximately A$28.8 million)². The Company has also granted BMO an option, exercisable at the offering price (i.e. C$0.86 per New Share) for a period of 30 days following the closing of the Canadian Offering, to purchase up to an additional 3,000,000 New Shares to cover over-allotments, if any, and for market stabilization purposes.

The New Shares under the Canadian Offering are being offered in Canada by way of a short form prospectus in all of the provinces of Canada, except Quebec, and by way of private placement in the United States and offshore jurisdictions in accordance with applicable laws. The Canadian Offering is expected to close on or about 20 June 2025 and is subject to the Company receiving all necessary regulatory approvals. The New Shares the subject of the Canadian Offering will be issued under the Company’s existing placement capacity under ASX Listing Rule 7.1.

The securities offered have not been 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. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Share Purchase Plan

The Company is offering shareholders who were registered as a holder of Shares as at 5.00pm (AWST) on 4 June 2025 and whose registered address is in Australia or New Zealand the opportunity to subscribe for a maximum of A$30,000 worth of fully paid ordinary shares in the Company at an issue price of A$0.96 per SPP Share (being the same price as the Institutional Placement), to raise up to A$5.0 million (before costs) under the SPP. The Company reserves the right to take oversubscriptions in accordance with the ASX Listing Rules and the Corporations Act.

An SPP booklet containing further information in relation to the SPP, including the scale-back policy and other terms and conditions, is expected to be released on ASX and dispatched to Eligible Shareholders on or around 16 June 2025.

Use of Funds

The net proceeds of the Equity Raising and SPP will be primarily used for expenditure at the Green Bay Copper-Gold Project including underground development, Resource extension and infill drilling, regional and near mine exploration and drill testing, pre-construction and study works.  The net proceeds will also be used for transaction costs and working capital.

Advisers

Canaccord Genuity is acting as Sole Lead Manager and Bookrunner to the Institutional Placement, and on the block trade component of the Charity Flow-Through Placement. Euroz Hartleys Limited and Argonaut Securities Pty Ltd are acting as Co-Managers to the Institutional Placement.

BMO Capital Markets is acting as Sole Underwriter and Bookrunner to the Canadian Offering.

Hamilton Locke is acting as Australian legal advisor to the Company and Osler, Hoskin & Harcourt LLP is acting as Canadian legal advisor to the Company.

This announcement has been authorised by the Board of Directors.

Indicative Timetable

The above timetable is indicative only and subject to change. The Company reserves the right to amend any or all of these dates and times without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable laws.

ABOUT FIREFLY METALS

FireFly Metals Ltd is an emerging copper-gold company focused on advancing the high-grade Green Bay Copper-Gold Project in Newfoundland, Canada, which is comprised of multiple assets, including the Ming underground mine and Little Deer exploration project. The Green Bay Copper-Gold Project currently hosts a Mineral Resource prepared in accordance with the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves and Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects of 24.4Mt of Measured and Indicated Resources at 1.9% for 460Kt CuEq and 34.5Mt of Inferred Resources at 2% for 690Kt CuEq. The Company has a clear strategy to rapidly grow the copper-gold Mineral Resource to demonstrate a globally significant copper-gold asset.  FireFly has commenced a 130,000m diamond drilling program.

FireFly holds a 70% interest in the high-grade Pickle Crow Gold Project in Ontario.  The current Inferred Resource stands at 11.9Mt at 7.2g/t for 2.8Moz gold, with exceptional discovery potential on the 500km² tenement holding.

The Company also holds a 90% interest in the Limestone Well Vanadium-Titanium Project in Western Australia.

APPENDIX A

Green Bay Copper-Gold Project Mineral Resources

Ming Deposit Mineral Resource Estimate

Little Deer Mineral Resource Estimate

GREEN BAY TOTAL MINERAL RESOURCE ESTIMATE