Fairchild Gold provides details for Golden Arrow deal

Executive Summary

• Fairchild Gold Corp. has provided detailed terms for its arm's-length acquisition of a 100% interest in the Golden Arrow property from Emergent Metals Corp., following previous announcements on Sept. 29, 2025, and March 24, 2026.
• The transaction consideration consists of a $3.5-million U.S. senior secured promissory note and a 0.5% net smelter return (NSR) royalty, with specific provisions for early repayment bonuses, principal step-ups, and royalty buyout options.
• Fairchild will assume existing royalty obligations on specific claims within the property and must now seek disinterested shareholder approval via written consent from holders of more than 50% of outstanding shares to proceed.

Key Details

• Property Details: The acquisition covers a 100% interest in the Golden Arrow property, comprising 17 patented and 494 unpatented claims.
• Senior Secured Note Terms:
  • Principal Amount: $3.5 million (U.S.).
  • Term: Five years from the definitive agreement date (March 23, 2031).
  • Interest Rate: 8.5% per annum, payable semi-annually in arrears in cash.
  • Security: First-ranking security interest over the property and related assets.
  • Early Repayment Bonus: If Fairchild repays at least $500,000 immediately upon closing a financing of no less than $3 million, and an additional $2.5 million plus accrued interest within six months of the definitive agreement, Emergent waives the remaining $500,000 principal.
  • Principal Step-Up: Principal increases to $4 million if unpaid after the third anniversary, and $5 million if unpaid after the fourth anniversary. No interest accrues on step-up amounts prior to their effective date.
• Royalty Terms:
  • Fairchild grants Emergent a 0.5% NSR royalty on the property.
  • Buyout Option: Fairchild may acquire the royalty for $1 million prior to the fourth anniversary, or $1.5 million between the fourth and seventh anniversaries. Rights expire after the seventh anniversary.
• Assumed Existing Obligations:
  • $8,333.33 annual advance minimum royalty plus a 1% NSR on six unpatented lode mineral claims.
  • $25,000 annual advance minimum royalty plus a 3% NSR on 185 unpatented lode mineral claims.
  • 1% NSR on all 17 patented lode mineral claims.
• Regulatory/Shareholder Approval: The company must obtain disinterested shareholder approval via written consent from holders of >50% of issued and outstanding common shares, as required by the TSX Venture Exchange due to the consideration exceeding Emergent's historical expenditures on the property.