Emergent Metals Announces Definitive Agreement to be Acquired by Lahontan Gold

Emergent Metals Corp. has entered into a definitive arrangement agreement dated September 15, 2026, under which Lahontan Gold Corp. will acquire all issued and outstanding Emergent common shares through a British Columbia court-approved plan of arrangement. Under the terms of the deal, each Emergent share is exchanged for 0.3115 of a Lahontan common share, representing approximately one Lahontan share for every 3.21 Emergent shares. Based on Lahontan’s closing price of C$0.37 on September 15, 2026, the implied consideration is approximately C$0.1153 per Emergent share. This represents a premium of approximately 47.8% to Emergent’s 30-trading-day volume-weighted average price (VWAP) of C$0.0780.

Following the transaction, on a non-diluted basis, existing Lahontan shareholders will hold approximately 95.3% of the combined company, while former Emergent shareholders will hold approximately 4.7%. The acquisition consolidates the Santa Fe Mine, New York Canyon, and West Santa Fe properties under Lahontan’s common ownership. The combined entity will also hold Emergent’s remaining mineral and royalty interests in Nevada and Quebec, along with assets from the Golden Arrow sale to Fairchild Gold, including a US$3.5 million promissory note, 12.5 million Fairchild shares, and a 0.5% net smelter return (NSR) on Golden Arrow.

Outstanding Emergent stock options will be exchanged for replacement Lahontan options, while outstanding Emergent warrants will become obligations of Lahontan, with their exercise prices and share counts adjusted for the exchange ratio. The transaction requires several key approvals, including votes from at least 66⅔% of Emergent shareholders, a simple majority of minority shareholders under National Instrument 61-101, approval from the Supreme Court of British Columbia, and acceptance by the TSX Venture Exchange.

The Emergent board and special committee have approved the deal, and Evans & Evans has delivered an oral fairness opinion. A termination fee of US$100,000 is payable by either party in specified circumstances. A shareholder meeting is expected in November 2026, with completion anticipated shortly thereafter. The release also discloses related-party ancillary arrangements involving change-of-control waivers and the settlement of certain outstanding promissory notes, with Lahontan making payments in connection with those waivers.

Emergent Metals Corp. (EMR) is entering a change-of-control merger with Lahontan, a transaction that will eliminate Emergent as an independent public company and convert its shareholders into a minority stake in the acquiring entity. Under the terms of the all-share acquisition, Emergent shareholders will hold a 4.7% position in Lahontan.

The deal carries a headline premium of 47.8%, calculated against a depressed 30-day volume-weighted average price (VWAP) of C$0.0780. When measured against Emergent’s last pre-announcement close of C$0.09 on September 15, 2026, the implied exchange value of C$0.1153 represents a 28% premium. However, this implied value remains roughly 32% lower than the company’s 52-week high of C$0.17 reached in March 2026.

The acquisition marks the conclusion of a sustained asset monetization process for Emergent, a company with no revenue and a going-concern warning. Over the past year, Emergent sold the York claims to Lahontan, sold Golden Arrow to Fairchild, marketed New York Canyon, and optioned West Santa Fe to Lahontan. While the deal reduces standalone balance-sheet risk, the consideration is not cash. Emergent holders will remain exposed to Lahontan’s share price performance, execution risks, and existing litigation, including the Vox Royalty Cayman SEZC proceeding referenced in forward-looking risk disclosures.

The fixed exchange ratio means the actual value received by Emergent shareholders will fluctuate with Lahontan’s share price. The C$0.1153 implied value serves as a point-in-time reference rather than a guaranteed price. Based on the disclosed 66,067,827 Emergent shares outstanding and a 0.3115 exchange ratio, Emergent shareholders will receive approximately 20.6 million Lahontan shares. This stake represents 4.7% of the combined company, implying a post-transaction Lahontan share count of roughly 438 million shares. At a reference price of C$0.37, Lahontan’s pre-transaction market value is near C$154 million, making Emergent’s consideration value approximately C$7.6 million.

Market reaction to the announcement has been muted. Emergent closed at C$0.10 on September 16, 2026, and again at C$0.10 on September 17, 2026, remaining below the C$0.1153 implied deal value. This gap likely reflects deal risk, the time required to close, illiquidity, or skepticism regarding Lahontan’s ability to maintain its share price.

Emergent Metals Corp. (EMR) describes itself as a “Project Accelerator,” a business model focused on acquiring mineral assets in Nevada and Quebec, advancing them through exploration, and monetizing the results through sales, options, joint ventures, and royalties. The company does not operate a single flagship producing mine. Instead, its portfolio includes several key assets.

The New York Canyon property in Nevada comprises approximately 6,800 acres with historical copper skarn/porphyry and gold targets. Historical resource estimates for the site are not NI 43-101 compliant, and previous options held by Kennecott/Rio Tinto and Ivanhoe Electric have been terminated.

At the West Santa Fe property in Nevada, Emergent has optioned the asset to Lahontan Gold. Lahontan can acquire 100% ownership through a combination of US$1.8 million in cash and shares, plus US$1.4 million in work commitments over seven years. Drilling reported in 2025-2026 identified shallow oxidized gold-silver mineralization.

Emergent sold the Golden Arrow property in Nevada to Fairchild Gold, retaining a 0.5% NSR. The company also holds a US$3.5 million secured note and 12.5 million shares of Fairchild. In Nevada, Emergent has a restated lease and option agreement with Walker Lane Mining LLC for the Buckskin Rawhide East property, which includes a 1% NSR and increased annual advance royalties. Additionally, the company holds 1% NSR royalties on the Troilus North and East-West properties in Quebec.

An investor presentation dated May 2026 lists the company’s management and board. David Watkinson serves as President, CEO, and Director, and is a Qualified Person (QP). Grant Smith is the CFO and Director. Andrew MacRitchie serves as Lead/Independent Director, while Robert I. Kiesman, Julien Davy, and Michael Leahy are directors.

Emergent has generated no revenue in the periods provided. Its value proposition relies on monetizing exploration assets and royalties rather than production.