Fairchild enters definitive deal for Golden Arrow

Executive Summary

• Fairchild Gold Corp. has signed a definitive asset purchase agreement to acquire the Golden Arrow property from Emergent Metals Corp.
• The transaction consideration includes cash, equity, a senior secured note, and a net smelter return (NSR) royalty.
• The deal is classified as a reviewable and fundamental acquisition, requiring shareholder approval and TSX Venture Exchange approval to close.

Key Details

• Transaction Structure: Definitive asset purchase agreement dated March 23, 2026, between Fairchild Gold Corp. and Emergent Metals Corp. (and subsidiaries).
• Target Asset: The Golden Arrow property, located in the Walker Lane shear zone, Nye County, Nevada, encompassing two principal resource areas: Gold Coin and Hidden Hill.
• Consideration to Emergent Metals (EMR):
  • Cash: $600,000 USD total, of which $250,000 USD was previously paid as a non-refundable deposit.
  • Equity: 12.5 million common shares of Fairchild Gold.
  • Senior Secured Note: $3.5 million USD principal amount, subject to an early repayment mechanism:
    • Repayment of $500,000 USD immediately upon closing a financing with gross proceeds of not less than $3 million USD.
    • Repayment of $2.5 million USD within six months following the closing date; upon this repayment, the remaining balance of the note is forfeited and the security interest discharged.
  • Royalty: A 0.5% net smelter return (NSR) royalty on the property, subject to standard buyback provisions.
• Additional Costs: Fairchild is required to finance an approximately $40,000 USD reclamation bond upon closing.
• Shareholder Approval: The transaction requires disinterested shareholder approval via written consent from holders of more than 50% of issued and outstanding common shares.
• Regulatory Status: Constitutes a reviewable and fundamental acquisition under TSX Venture Exchange Policy 5.3. Closing is conditional upon TSX-V conditional approval and satisfaction of all closing conditions.
• Hold Period: All common shares issued are subject to a statutory four-month hold period per TSX Venture Exchange policies.
• Technical Report: A NI 43-101 compliant technical report titled "2026 Technical Report on the Golden Arrow Project" has been filed with SEDAR+, authored by Michael S. Lindholm, CPG, and Jack McPartland, MMSA.

Notable Quotes

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