Emergent Metals Moving Forward With The Sale Of Its Golden Arrow Property To Fairchild Gold

Executive Summary

• Fairchild Gold Corp. has secured shareholder approval to acquire Emergent Metals’ Golden Arrow Property in Nevada, with closing expected later in June 2026 pending regulatory approvals.
• The transaction consideration is structured as a combination of US$350,000 in cash, 12,500,000 equity shares, and a US$3.5M senior secured promissory note featuring specific repayment incentives and principal step-up provisions.
• Emergent will retain a 0.5% NSR royalty on the property, with buyout options available to Fairchild, and Fairchild is contractually obligated to fund a ~US$40,000 reclamation bond at closing.

Key Details

• Shareholder Approval: Fairchild obtained approval at a special meeting on June 9, 2026, with 100% of eligible votes cast in favor of the Transaction.
• Closing Conditions & Timeline: Closing is subject to final TSXV approval and other customary conditions; expected to occur later in June 2026.
• Cash Consideration: US$350,000 payable at closing, in addition to a previously paid non-refundable deposit of US$250,000.
• Equity Consideration: 12,500,000 Common Shares to be issued to Emergent at a deemed price equal to the closing price on the last trading day immediately prior to issuance.
• Senior Secured Note Structure:
• Principal Amount: US$3,500,000
• Term: 5 years from the Definitive Agreement date
• Interest Rate: 8.5% per annum, payable semi-annually in cash arrears
• Security: First-ranking security interest over the Property and any related assets acquired by Fairchild
• Early Repayment Bonus: Emergent forfeits/waives US$500,000 of principal if Fairchild (a) raises ≥US$3,000,000 in financing and repays ≥US$500,000 immediately upon closing, and (b) repays ≥US$2,500,000 + accrued interest within 6 months post-closing.
• Principal Step-Up: Automatically increases to US$4,000,000 if unpaid after year 3, and US$5,000,000 if unpaid after year 4. No interest accrues on step-up amounts prior to their effective date. Emergent retains a registered security interest until the note is fully paid/retired.
• Royalty Terms: Emergent retains a 0.5% NSR royalty. Fairchild holds the option to acquire the royalty for US$1,000,000 prior to the fourth anniversary of the Definitive Agreement, or US$1,500,000 between the fourth and seventh anniversaries. Buyout rights expire after the seventh anniversary.
• Reclamation Bond: Fairchild is required to fund a reclamation bond associated with the Property in the approximate amount of US$40,000 at closing.
• Property Status: The Golden Arrow Property is an advanced-stage gold and silver asset near Tonopah, Nevada, with a well-defined measured and indicated resource and an approved Plan of Operations and Environmental Assessment in place to conduct a major drilling program.