Emergent Metals Completes the Sale of its Golden Arrow Property to Fairchild Gold

(via TheNewswire)    Vancouver, British Columbia -TheNewswire - August 14, 2026 – Emergent Metals Corp. (TSXV: EMR, OTC: EGMCF, FRA: EML, MUN: ELM)  (“ Emergent ” or the “ Company ”) is pleased to announce that it has completed the sale of its Golden Arrow Property, Nevada (the “ Property ”) to Fairchild Gold Corp. ( TSXV: FAIR ) (the “ Transaction ”). In connection with the closing of the Transaction, Emergent received an aggregate of 12,500,000 common shares of Fairchild at a deemed price of CDN$0.055 per common share, aggregate cash payments of US$600,000, a US$3.5 million non-convertible senior secured note bearing interest at the rate of 8.5% per annum with a 5-year term (the “ Note ”), and the grant of a 0.5% net smelter royalty on the Property.  The cash, share, and Note portion of the Transaction has an estimated value of approximately US$4.0-$7.0 million, depending on the timing of Note interest and principal payments associated with the Transaction. David Watkinson, President and CEO of Emergent, stated, “This is a layered transaction that includes cash, shares, and senior secured note components.  In the short term, Emergent has received US$600,000 in cash and 12,500,000 Fairchild shares that will appear on the Company’s balance sheet.  In the medium term, the Company will receive ongoing interest payments on the Note twice per year and will have the opportunity to monetize the Fairchild shares.  In the long term, if Fairchild is successful in advancing Golden Arrow, the Company will receive US$3.0 million to US$5.0 million from the repayment principal associated with the Note, depending on the timing.  Long-term potential also included the opportunity for Fairchild’s shares to increase in value.”     For additional information on the Transaction, please refer to the Company’s news releases dated  September 29, 2025, March 24, 2026, April 10, 2026, May 4, 2026, and June 10, 2026, available on the Company’s website or at www.sedarplus.ca .  Emergent expects to receive the final approval of the Transaction from the TSX Venture Exchange (the “ Exchange ”) in the near future.     About the /Transaction   The Transaction is between Emergent, Fairchild and the companies’ wholly owned Nevada subsidiaries, and includes the following material terms: Cash Payments Fairchild paid Emergent US$350,000 on closing. This payment is in addition to the non-refundable deposit of US$250,000 that Fairchild previously paid the Company upon the execution of a binding memorandum of understanding in respect of the Transaction.   Common Shares Fairchild issued an aggregate of 12,500,000 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 Fairchild issued the Note in favor of Emergent, which provides as follows:     Principal Amount:  US$3,500,000   Term:  Five (5) years from the date of the definitive asset purchase agreement between the parties in respect of the transaction, being March 23, 2026 (the “ Purchase Agreement ”);   Interest Rate:  8.5% per annum, payable semi-annually, in arrears, in cash;   Security:  The Note is 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 US$500,000 of the principal amount of the Note immediately upon the closing of a financing by Fairchild for gross proceeds of no less than US$3,000,000, and (b) at least an additional US$2,500,000 of the principal amount of the Note, together with any and all accrued but unpaid interest thereon, within a period of six (6) months following the closing date of the Transaction, then Emergent will forfeit and waive the remaining US$500,000 of the principal amount;   Principal Step Up:  The principal amount of the Note will automatically increase to US$4,000,000 if the Note isn’t repaid until after the third anniversary of the date of the Purchase Agreement; and US$5,000,000 if the Note isn’t repaid until after the fourth anniversary of the date of the Purchase 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% net smelter return royalty (the Royalty ”) on the Property.  Fairchild shall have the option of acquiring the royalty by paying Emergent US$1,000,000 prior to the fourth anniversary of the date of the Purchase Agreement.  Fairchild shall have the option of acquiring the Royalty by paying Emergent US$1,500,000 if exercised between the fourth and seventh anniversaries of the date of the Purchase Agreement.  The buyout rights expire after the seventh anniversary of the date of the Purchase Agreement.   Fairchild is also required to fund a reclamation bond in the approximate amount of  US$40,000 upon the closing of the Transaction and assume any underlying and advance royalty payment obligations associated with the Property. About Emergent 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 Emergent calls a Project Accelerator.   In Nevada, Emergent’s New York Canyon is an advanced-stage copper skarn and porphyry exploration property. West Santa Fe is a gold, silver, and base-metal property, subject to a Lease with an Option to Purchase Agreement with Lahontan Gold Corporation ( TSXV: LG ).  Buckskin Rawhide East is a gold and silver property leased to Walker Lane Mining LLC, the operators of Rawhide Mine.   Emergent has a 1% NSR on the York Property, part of Lahontan Gold’s Santa Fe Mine being advanced toward production.  It also has a 0.5% NSR on the advanced-stage Golden Arrow gold and silver property owned by Fairchild Gold Corp. ( TSXV: FAIR ).   In Quebec, the Casa South Property is a gold and base metal exploration property located south of and adjacent to Orezone Gold Corporation’s ( TSX: ORE ) operating Casa Berardi Mine and north of and adjacent to IAMGOLD Corporation’s ( NYSE: IAG ) Gemini Turgeon Property.  The Trecesson Property is a high-grade gold exploration property located about 50 km north of the Val d’Or mining camp.   Emergent has a 1% NSR in the Troilus North Property, part of the Troilus Gold Project, being advanced by Troilus Mining Corporation ( TSX: TLG ) toward production.  The Company also has a 1% NSR in the East West Property, part of Agnico Eagle Mines Limited ( NYSE: AEM ) 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.   For more information on the Company, investors should review the Company’s website at  www.emergentmetals.com  or view the Company’s filings available at  www.sedarplus.ca . On behalf of the Board of Directors David G. Watkinson, P.Eng. President & CEO For further information, please contact: David G. Watkinson, P.Eng. Tel: 530-271-0679 Ext 101 Email: [email protected]   Neither TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.   Cautionary Note on Forward-Looking Statements Certain information contained in this news release constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, statements regarding the Transaction. exploration results, exploration potential, future exploration plans, the requirement for additional work to verify historic data, and the Company’s business strategy, plans, and objectives.  In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, and similar expressions, and the negative form thereof, are used to identify forward-looking information.  Forward-looking information is based on management’s reasonable assumptions, expectations, estimates, and projections as of the date of this news release and is subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking information.  These risks and uncertainties include, but are not limited to, risks related to the Transaction and the closing thereof, exploration activities, the interpretation of exploration results, commodity price fluctuations, regulatory approvals, permitting, and general economic, market, and business conditions.  Readers are cautioned not to place undue reliance on forward-looking information.  The Company does not undertake any obligation to update or revise any forward-looking information, except as required by applicable securities laws. 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