Highlights

  • FireFly to sell Ontario Gold Assets to Bellavista for shares and performance rights
  • Deal completion expected 29 April 2026 after all conditions met or waived
  • Shareholders to receive in-specie distribution of Bellavista shares post-completion

Overview

FireFly Metals Ltd (ASX:FFM) has confirmed that all key conditions for its transaction with Bellavista Resources have been satisfied or waived, clearing the path for completion. The deal involves divesting its Ontario Gold Assets, including the Pickle Crow and Sioux Lookout projects, through the sale of its Canadian subsidiary. In return, FireFly will receive 60 million Bellavista shares and 50 million performance rights as contingent consideration. Completion is expected on 29 April 2026, subject to no material adverse changes. Following completion, FireFly plans to distribute the shares received to its shareholders via an in-specie distribution. This move is aimed at delivering direct value to shareholders while streamlining the company’s asset portfolio.

What Does the FireFly–Bellavista Transaction Involve?

The transaction will see FireFly Metals divest its Ontario-based gold assets by selling its entire stake in Auteco Minerals (Canada) to Bellavista Resources. This includes the Pickle Crow and Sioux Lookout projects, along with associated intercompany loan receivables. In exchange, FireFly will receive 60 million Bellavista shares upfront and an additional 50 million performance rights as contingent consideration. All regulatory and shareholder approvals have now been secured, and key conditions—such as the ATO class ruling requirement—have been waived to avoid delays.

The structure allows FireFly to monetise its assets while maintaining exposure to future upside through performance-linked securities.

How Will Shareholders Benefit from the In-Specie Distribution?

Following completion, FireFly intends to distribute the 60 million Bellavista shares directly to its shareholders through a pro-rata in-specie distribution. Eligible shareholders will receive approximately one Bellavista share for every 12.8 FireFly shares held, subject to rounding. The distribution is expected around 11 May 2026, with a record date of 4 May 2026.

This will be executed as an equal capital reduction and may include both capital and dividend components, depending on the final ATO ruling. Notably, the contingent performance rights will be retained by FireFly and not distributed. This approach provides shareholders with direct exposure to Bellavista while preserving additional upside within FireFly.