Gascoyne Resources Limited (ASX:GCY) have entered into a binding Scheme Implementation Deed to acquire Firefly Resources Limited (ASX:FFR) for AUD 38.7 million on June 15, 2021. Under the terms of Scheme, Gascoyne will acquire 100% of the fully paid ordinary shares in Firefly. Firefly shareholders will receive 0.34 Gascoyne shares for each Firefly share held at the Scheme record date, which will result in shareholders of Gascoyne and Firefly having an interest in the Combined Entity of approximately 67.4% and 32.6%, respectively.

Pursuant to merger, the two companies will merge (“Merger”) by way of Scheme of Arrangement. The Merger will combine two gold companies with complementary assets in the Murchison region of Western Australia, unlocking a number of synergies by leveraging Gascoyne's gold mining expertise and available processing infrastructure at Dalgaranga, for the benefit of Firefly's highly prospective suite of assets including its flagship Yalgoo Gold Project. The Combined Entity will have approximately 372.3 million fully paid ordinary shares. In conjunction with the Scheme, Gascoyne and Firefly to undertake demerger of their coppergold and lithium exploration assets into a new energy metals focused exploration company,to be named Firetail Resources Limited which intends to apply to list on the ASX.

Following Scheme implementation, Gascoyne will continue to be led by Managing Director and Chief executive officer, Richard Hay, with Firefly's Managing Director and Chief executive officer, Simon Lawson, joining the Board of Gascoyne as a Non-Executive Director. Board needs to set up an Integration Committee and appoint the Independent Expert, Independent Technical Expert, and any investigating accountant to be appointed in connection with the preparation of the Scheme Booklet (such appointment of any investigating accountant or any independent technical expert to be made jointly with Gascoyne), and provide all assistance and information reasonably requested by them in connection with the preparation of the Independent Expert's Report.

The Firefly Board unanimously recommends that Firefly shareholders vote in favor of the Scheme. Transaction is subject to certain conditions like approval from Firefly shareholders, Regulatory approval from ASX and ASIC, Court approval, an independent expert concluding that the Scheme is in the best interests of Firefly shareholders and No material adverse change, or prescribed occurrences or regulated events. Merged entity needs to apply to ASX to suspend trading in Firefly Shares with effect from the close of trading on the Effective Date.

As on August 31, 2021, Firefly advises that its agreed merger with Gascoyne Resources via a Scheme of Arrangement (Scheme) is progressing smoothly, with separate shareholder meetings to approve the Scheme and Demerger expected to be held in October 2021. The Scheme and Demerger are not inter-conditional. As of September 6, 2021, the transaction has been approved by Supreme Court of Western Australia. Firefly's shareholders meeting is scheduled on October 21, 2021 and the demerger meeting will be held immediately after the scheme meeting . Effective and implementation date is October 2021. As on October 15, 2021, transaction will be effective on November 1, 2021 and share of Firefly Resources Limited will be delisted on November 1, 2021.

On October 15, 2021, Firefly released supplementary disclosure relating to the Scheme Booklet and announced that the Scheme Meeting had, with the approval of the Supreme Court of Western Australia, been postponed in order to allow Firefly shareholders a reasonable time to consider the supplementary disclosure. Firefly confirmed that the Scheme Meeting will now be held on October 27, 2021. The date for the second Court hearing for the Scheme, November 1, 2021, remains unchanged. Transaction is expected to complete on or before November 10, 2021. As of October 22, 2021, Takeover panel of Australian Government declined to conduct proceeding on application from Westgold Resources. As of October 27, 2021, shareholders of Firefly Resources approved the transaction. Transaction is expected to close on November 10, 2021.

Canaccord Genuity (Australia) Limited is acting as financial adviser and Herbert Smith Freehills is acting as legal adviser to Gascoyne and Azure Capital Pty Ltd is acting as financial adviser and HWL Ebsworth Lawyers is acting as legal adviser in relation to the Merger. Automic Pty Ltd. acted as registrar to firefly and Advanced Share Registry Limited (ASX:ASW) to Gascoyne Resources Limited. BDO Corporate Finance (WA) Pty Ltd acted as independent expert to Firefly Resources Limited.

Gascoyne Resources Limited (ASX:GCY) completed the acquisition of Firefly Resources Limited (ASX:FFR) on November 1, 2021. Supreme Court of Western Australia (Court) approved the scheme of arrangement. The orders made by the Court today approving the Scheme have been lodged with the Australian Securities and Investments Commission. Firefly shares will be suspended from quotation on the ASX with the effect from the close of normal trading November 1, 2021.