Emergent appoints Mullin, Leahy as directors

Executive Summary

• Emergent Metals Corp. appointed two new independent directors, Joseph Mullin and Michael Leahy, while Vincent Garibaldi and Grant T. Smith resigned from the board.
• The company provided detailed updates on the sale of its Golden Arrow property to Fairchild Gold Corp., including terms of cash, shares, a senior secured note, and retained royalty.
• The company also updated the status of the sale of 27 claims at New York Canyon to Lahontan Gold Corp. and noted Lahontan’s plans to drill the West Santa Fe property.

Key Details

• Director Appointments:
  • Joseph Mullin: Appointed as independent director. President/CEO of Rise Gold Corp. and Pure Energy Minerals; former CEO of Questex Gold & Copper Ltd. and Virginia Energy Resources Inc. Harvard graduate, former Goldman Sachs analyst.
  • Michael Leahy: Appointed as independent director. Experienced in corporate development and operations; currently adviser to Oroco Resource Corp. and director of Rex Resources Corp. and eLife Minerals Ltd.
  • Resignations: Vincent Garibaldi and Grant T. Smith resigned as directors. Mr. Smith continues as CFO.
• Golden Arrow Property Sale (Fairchild Gold Corp.):
  • Status: Memorandum of Understanding signed Sept. 29, 2025; definitive agreement being completed.
  • Cash Consideration: $250,000 USD non-refundable deposit paid; additional $350,000 USD payable upon exchange approval.
  • Equity Consideration: 12.5 million common shares issued upon exchange approval.
  • Debt Consideration: $3.5 million USD senior secured note issued upon exchange approval.
    • Terms: 5-year term, 8.5% interest payable semi-annually.
    • Security: First-ranking security interest over the property.
    • Step-up: Principal increases to $3.5M (if redeemed <3 yrs), $4.0M (3-4 yrs), or $5.0M (4-5 yrs).
  • Royalty: Emergent retains 0.5% Net Smelter Return (NSR). Fairchild has option to buy out for $1.0M USD (pre-4th anniversary) or $1.5M USD (4th-7th anniversary).
  • Other Terms: Fairchild finances $40,000 USD reclamation bond; assumes all holding costs post-signing. No conversion rights in the note.
• New York Canyon Claims Sale (Lahontan Gold Corp.):
  • Status: Binding term sheet signed Aug. 19, 2025; definitive agreement and regulatory approval pending.
  • Assets: 27 unpatented lode mineral claims.
  • Consideration:
    • $10,000 USD paid.
    • $50,000 USD promissory note (1% monthly interest, payable within 6 months) issued to subsidiary Golden Arrow Mining Corp. upon signing/approval.
    • 2 million common shares issued to Emergent.
    • 1% NSR retained by Emergent.
  • Royalty Buyout: Lahontan may purchase 1% NSR for $500,000 USD (pre-3rd anniversary) or $1.0M USD (3rd-7th anniversary).
• West Santa Fe Property (Lahontan Gold Corp.):
  • Activity: Lahontan submitted notice of operations to BLM on Oct. 15, 2025, for drilling at West Santa Fe (Mindora property).
  • Plan: Multiple drill sites, access roads, and sumps. Twinning, downdip, and strike exploration.
  • Context: Historic drilling (171 holes, ~13,000m) defines shallow oxidized gold/silver mineralization. Lahontan options the property from Emergent (since July 2023) with $1.8M USD cash/share payments and $1.4M USD exploration expenditures over 7 years to acquire.

Notable Quotes

• David Watkinson, President and CEO: "I am pleased to add two experienced business professionals to the board, which now consists of myself and four independent directors. The board includes a diverse mix, with mining, geology, accounting and business/finance expertise in the mining industry that will support the future growth of the company."
• David Watkinson, President and CEO: "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 management believes that Fairchild can advance Golden Arrow through its next stages of development and ultimately towards production."
• David Watkinson, President and CEO: "We are extremely excited to see the first drilling at West Santa Fe since the 1980s. Lahontan is seeking to validate the extensive historical drill hole database on the property and expand the known footprint of mineralization."