Lahontan Consolidates Ownership of West Santa Fe, Eliminates Royalties, and Adds Strategic New York Canyon Project Through Acquisition of Emergent Metals

Lahontan Gold Corp. has entered a definitive arrangement agreement to acquire 100% of Emergent Metals Corp. through a court-approved plan of arrangement. The transaction involves an exchange ratio of one Lahontan share for every 3.21 Emergent shares, which implies a 47.8% premium to Emergent’s 30-day volume-weighted average price. Following the transaction, existing Lahontan shareholders will hold approximately 95.3% of the combined entity, while Emergent shareholders will hold approximately 4.7%.

The acquisition consolidates assets by granting Lahontan 100% ownership of the West Santa Fe project and adding the New York Canyon project, which is adjacent to the Santa Fe mine. The deal also eliminates approximately $2.39 million CAD ($1.73 million USD) in future royalty payments by ceasing a 1% net smelter return (NSR) on West Santa Fe and a 1% NSR on 27 York claims. Additionally, 2 million Lahontan shares previously issued to Emergent for the York claims are returned to treasury, valued at approximately $770,000.

Lahontan will assume certain liabilities and assets, including a $3.5 million USD promissory note from Fairchild Gold Corp. related to the Golden Arrow property, 12.5 million Fairchild shares valued at approximately $625,000, and a 0.5% NSR on the Golden Arrow property. The company also acquires Quebec royalties and Nevada leased claims. Evans & Evans Inc. has provided a fairness opinion deeming the consideration fair to Emergent shareholders. The transaction is subject to Emergent shareholder approval by a 66-2/3% majority, orders from the BC Supreme Court, and acceptance by the TSXV.

Lahontan Gold Corp. (LG) has completed an acquisition that serves as a logical follow-up to its October 2025 purchase of the York claims. The transaction consolidates control over the West Santa Fe satellite project and eliminates ongoing royalty burdens, a move that improves future project economics. While the addition of New York Canyon and Quebec royalties provides incremental land package value, it does not immediately change the development timeline or capital requirements for the flagship Santa Fe project.

The deal involves a 4.7% dilution to existing shareholders, which is considered modest and standard for this type of consolidation. However, the assumption of a $3.5M USD promissory note introduces a near-term liability that must be serviced or refinanced, slightly offsetting the cash flow benefits derived from the elimination of royalties. The news aligns with management's stated goal of consolidating assets to streamline permitting and operations, though it lacks the surprise or scale typically required to be classified as a market-moving event.

Lahontan Gold Corp. is a Nevada-focused mine development company advancing a portfolio of four gold and silver projects in the Walker Lane region. Its flagship asset is the Santa Fe Mine, a 28.3 km² past-producing open pit, heap leach gold and silver mine. Historic production from 1988 to 1995 totaled 359,202 oz Au and 702,067 oz Ag.

The company is transitioning from developer to operator, with a targeted return to production in 2027. Processing will involve conventional cyanide heap leaching for oxide material, with planned two-step leaching for sulfide mineralization. An updated mineral resource estimate from August 2026 shows 1,195,000 oz AuEq Indicated and 1,190,000 oz AuEq Inferred, representing a 22% increase over the 2024 estimate. Lahontan is currently advancing state-level mine permitting and the BLM MPO.