Emergent enters definitive deal to sell Golden Arrow

Mr. David Watkinson reports EMERGENT METALS CORP. SIGNS DEFINITIVE AGREEMENT TO SELL ITS GOLDEN ARROW PROPERTY TO FAIRCHILD GOLD CORP. Emergent Metals Corp. has entered into an asset purchase agreement dated March 23, 2026, with Fairchild Gold Corp. to sell Emergent's Golden Arrow property to Fairchild. The property is an advanced-stage gold and silver exploration property consisting of 17 patented and 494 unpatented mineral claims located near Tonopah, Nev. The definitive agreement is between Emergent, Fairchild and the companies' wholly owned Nevada subsidiaries, and includes the following material terms. Cash payments: On approval of the transaction by the TSX Venture Exchange, Fairchild will pay Emergent $350,000 (U.S.). This payment is in addition to the non-refundable deposit of $250,000 (U.S.) that Fairchild previously paid the company upon the execution of a binding memorandum of understanding in respect of the transaction. Common shares: On approval of the transaction by the exchange, Fairchild will issue an aggregate of 12.5 million common shares to Emergent at a deemed price per common share equal to the closing price of the common shares on the exchange on the last trading day immediately prior to the date of issuance. Senior secured note: On approval of the transaction by the exchange, Fairchild will issue a senior secured promissory note in the principal amount of $3.5-million (U.S.) in favour of Emergent that provides as follows: Term: five years from the date of the definitive agreement; Interest rate: 8.5 per cent per annum, payable semi-annually, in arrears, in cash; Security: the note shall be secured by a first-ranking security interest over the property and any related assets acquired by Fairchild pursuant to the transaction; Early repayment bonus: in the event that Fairchild repays: (a) at least $500,000 (U.S.) of the principal amount of the note immediately upon the closing of a financing by Fairchild for gross proceeds of no less than $3-million (U.S.); and (b) at least an additional $2.5-million (U.S.) of the principal amount of the note, together with any and all accrued but unpaid interest thereon, within a period of six months following the closing date of the definitive agreement, then Emergent will forfeit and waive the remaining $500,000 (U.S.) of the principal amount; Principal step-up: the principal amount of the note will automatically increase to $4-million (U.S.) if the note is not repaid until after the third anniversary of the definitive agreement; and $5-million (U.S.) if the note is not repaid until after the fourth anniversary of the definitive agreement; No interest shall accrue on any step-up amount for any period prior to the effective date of that step-up; and Until the principal amount of the note, together with any and all accrued but unpaid interest thereon, is paid off or retired, Emergent will have a security interest registered against the property. Royalty: Emergent shall retain a 0.5-per-cent net smelter return royalty on the property. Fairchild shall have the option of acquiring the royalty by paying Emergent $1-million (U.S.) prior to the fourth anniversary of the definitive agreement. Fairchild shall have the option of acquiring the royalty by paying Emergent $1.5-million (U.S.) if exercised between the fourth and seventh anniversaries of the definitive agreement. The buyout rights expire after the seventh anniversary of the definitive agreement. Fairchild is also required to finance an approximately $40,000 (U.S.) reclamation bond upon the closing of the transactions contemplated by the definitive agreement. The transaction is subject to all necessary approvals, including regulatory approval. Fairchild is an arm's-length party of the company, and no finders' fees are being paid as part of the transaction. The transaction remains subject to exchange approval and certain conditions being met by both parties. David Watkinson, president and chief executive officer of Emergent, stated: "The disposition of the Golden Arrow asset for cash, shares, a senior secured note and royalty interest monetizes Golden Arrow in the short, medium and long term. Emergent will initially receive upfront cash and share payments. Emergent will then receive ongoing interest payments throughout the term of the note and the eventual payment of the note principal. There is further potential long-term upside from the royalty. The step-up of the note principal in years four and five acts as an incentive for the potential early payment of the note. The option of early repayment would benefit both companies. If the note is not paid or if other conditions of the transaction are not met, Emergent has the ability to take the property back." About Emergent Metals Corp. Emergent is a gold and base metal exploration company focused on Nevada and Quebec. The company's strategy is to look for quality acquisitions, add value to these assets through exploration, and monetize them through sales, joint ventures, options, royalties and other transactions to create value for its shareholders -- an acquisition and divestiture business model. In Nevada, Emergent's Golden Arrow property is an advanced-stage gold and silver property with a well-defined measured and indicated resource and a plan of operations and environmental assessment in place to conduct a major drilling program. New York Canyon is an advanced-stage copper skarn and porphyry exploration property. The West Santa Fe property is a gold, silver and base metal property, subject to a lease with an option to purchase agreement with Lahontan Gold Corp. Buckskin Rawhide East is a gold and silver property leased to Rawhide Mining LLC, operator of the Rawhide mine. In Quebec, the Casa South property is a gold exploration property located south of and adjacent to Hecla Mining Company's operating Casa Berardi mine and north of and adjacent to Iamgold Corp.'s Gemini Turgeon property. The Trecesson property is a gold exploration property located about 50 kilometres north of the Val d'Or mining camp. Emergent has a 1-per-cent net smelter royalty in the Troilus North property, part of the Troilus gold project, being explored by Troilus Gold Corp. Emergent also has a 1-per-cent NSR in the East-West property, part of Agnico Eagle Mines Ltd.'s Canadian Malartic complex. Note that the location of Emergent's properties adjacent to producing or past-producing mines or advanced-stage properties does not guarantee exploration success at Emergent's properties or that mineral resources or reserves will be delineated. Qualified person All scientific and technical information disclosed in this new release was reviewed and approved by David Watkinson, PEng, an employee of Emergent, a non-independent qualified person under National Instrument 43-101. We seek Safe Harbor.