FireFly to unlock value from Pickle Crow Gold Project by sale for up to A$86.1M
Press Release
⦁ FireFly 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 (ASX: BVR) for total scrip consideration with a deemed aggregate value of up to A$86.1m1
⦁ FireFly will receive upfront consideration of 60 million Bellavista shares (A$47.4m1) and contingent consideration of 50 million Bellavista performance rights (A$38.7m2)
⦁ Subject to shareholder approval, FireFly to undertake an in-specie distribution of the ~A$47.4m upfront Bellavista consideration shares, which is expected to comprise up to 31% of Bellavista shares on completion of the Transaction and Bellavista Capital Raising
⦁ If shareholder approval is obtained, FireFly expects shareholders will receive 1 Bellavista consideration share for approximately every 12.8 FireFly shares held3
⦁ FireFly and its shareholders will potentially own up to ~40% of Bellavista4
⦁ FireFly will retain upside exposure to the Ontario Gold Assets through the contingent consideration performance rights
⦁ Based on Bellavista’s proposed exploration program on the Ontario Gold Assets, the first milestone performance rights are expected to vest within 12 months of completion, and result in FireFly holding no less than 9.9% of Bellavista5
⦁ Bellavista intends to raise ~A$25m (before costs) to drive Resource growth and a major regional exploration program at the Ontario Gold Assets (see BVR ASX release today) (‘Bellavista Capital Raising’)
⦁ Bellavista is led by Glenn Jardine and Peter Canterbury who led the highly successful WA gold company De Grey Mining Ltd post discovery of the Hemi Gold deposit until De Grey’s A$6b takeover by Northern Star Resources Ltd
FireFly Chief Executive Officer, Darren Cooke said, “This is a win-win deal for all parties. It unlocks the value of the Pickle Crow Project in a way that will not occur while it is under the FireFly umbrella, giving FireFly shareholders immediate benefit and longer-term exposure to the upside.
At the same time, it gives Bellavista an outstanding opportunity to create significant value by applying a fully dedicated exploration focus to the assets. This has the potential to deliver substantial growth potential to Bellavista shareholders, many of whom will be FireFly shareholders”.
FireFly Metals Ltd (ASX: FFM, TSX: FFM) (FireFly or the Company) is pleased to announce that it has entered into a binding share sale and purchase deed (Deed) with Bellavista Resources Ltd (ASX: BVR) (Bellavista) pursuant to which FireFly will, subject to and conditional upon the satisfaction or waiver of certain conditions precedent (as summarised below):
⦁ sell its interests in the tenements comprising the Pickle Crow Project and Sioux Lookout Project (together, the Ontario Gold Assets) by way of the sale of all of the issued share capital in Auteco Minerals (Canada) Pty Ltd (Auteco Minerals) to Bellavista; and
⦁ assign its rights and interests in certain intercompany loans receivable due by Auteco Minerals (Loans Receivable) to Bellavista,
for total upfront consideration of 60 million Bellavista shares and contingent consideration of 50 million Bellavista performance rights (the terms of which are detailed further below) (together, the Transaction).
Auteco Minerals, via its wholly owned Canadian incorporated subsidiaries, holds:
⦁ a 70% interest, with the right to acquire an additional 10% for an 80% interest, in the Pickle Crow Project tenements which are 100% held by PC Gold Inc. (No. 002151484) (PC Gold) (which includes a long-term lease of certain granted mining tenements) as set out in Part A of Annexure A; and
⦁ a 100% interest in the:
o Pickle Crow Project tenements as set out in Part B of Annexure A; and o Sioux Lookout Project tenements as set out in Part C of Annexure A.
IBF4
