FireFly Metals Ltd (FFM.AX, FFM.TO) has agreed to sell its Ontario Gold Assets, comprising its 70% interest in the Pickle Crow Project and 100% of the Sioux Lookout Project, to ASX-listed Bellavista Resources Ltd (BVR.AX). The transaction will be settled through scrip consideration with a deemed aggregate value of up to A$86.1 million.
Under the agreement, FireFly will receive upfront consideration of 60 million Bellavista shares valued at approximately A$47.4 million, along with contingent consideration of 50 million Bellavista performance rights valued at approximately A$38.7 million. Subject to shareholder approval, FireFly plans to undertake an in-specie distribution of the upfront Bellavista shares, which is expected to represent up to 31% of Bellavista's issued shares upon completion of the transaction and the Bellavista capital raising.
If shareholder approval is obtained, FireFly shareholders are expected to receive one Bellavista share for approximately every 12.8 FireFly shares held. Following completion, FireFly and its shareholders could collectively own up to 40% of Bellavista. FireFly will also retain upside exposure to the Ontario Gold Assets through the contingent performance rights. Based on Bellavista's proposed exploration program, the first milestone performance rights are anticipated to vest within 12 months of completion, resulting in FireFly holding no less than 9.9% of Bellavista.
Bellavista intends to raise approximately A$25 million (before costs) to fund resource growth and a major regional exploration program at the Ontario Gold Assets. The company is led by Glenn Jardine and Peter Canterbury, who previously guided De Grey Mining Ltd following the discovery of the Hemi Gold deposit until its A$6 billion takeover by Northern Star Resources Ltd.
Completion of the transaction is expected around early April 2026, subject to customary conditions precedent, including shareholder approvals from both FireFly and Bellavista.
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