Dual-listed FireFly Metals has agreed to sell its Ontario gold assets to ASX-listed Bellavista Resources for a total scrip consideration of a deemed aggregate value of up to A$86.1-million, as the company continues its focus on its Green Bay copper/gold project.

The transaction covers FireFly’s 70% interest in the Pickle Crow project and its 100% interest in the Sioux Lookout project, which will be sold through the disposal of its Canadian subsidiary, Auteco Minerals (Canada).

Under the terms of the deal, FireFly will receive upfront consideration of 60-million Bellavista shares, valued at about A$47.4-million, and contingent consideration of 50-million Bellavista performance rights, with a deemed value of A$38.7-million.

Subject to shareholder approval, FireFly plans to undertake an in-specie distribution of the upfront Bellavista shares to its shareholders. The distribution is expected to represent up to 31% of Bellavista’s issued capital on completion of the transaction and Bellavista’s planned capital raising.

If approved, FireFly shareholders are expected to receive one Bellavista share for every 12.8 FireFly shares held.

Based on Bellavista’s current capital structure, FireFly and its shareholders could ultimately own up to about 40% of Bellavista.

FireFly will retain exposure to the Ontario assets through the contingent performance rights, which are linked to exploration, resource and production milestones over a five-year period.

Bellavista intends to raise about A$25-million to fund resource growth and a regional exploration programme at the Ontario assets. The company is led by former De Grey Mining executives Glenn Jardine and Peter Canterbury.

“This is a win-win deal for all parties," commented FireFly CEO Darren Cook. "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.”

The deal is expected to complete in early April, subject to customary conditions, including FireFly and Bellavista shareholder approvals.

FireFly said the transaction would enable it to simplify its portfolio, reduce capital requirements and management distraction, while allowing it to focus on accelerating development of its Green Bay copper/gold project.

Bellavista plans to advance exploration at Pickle Crow, which currently hosts an inferred mineral resource of 11.9-million tonnes at 7.2 g/t gold for 2.8-million ounces.

“Exploration activities have been limited at Pickle Crow and the exploration prospects since 2023, during which time the gold price has more than doubled," said Bellavista MD Glenn Jardine.

Only 170 000 m of drilling had previously been conducted on the property in the 85-year period from 1935 to 2020.