Fairchild to Acquire 100% of Advanced Stage Golden Arrow Project Further Expanding Its Footprint ON the Walker Lane Shear Zone Region of Nevada
FAIRCHILD TO ACQUIRE 100% OF ADVANCED STAGE GOLDEN ARROW
PROJECT FURTHER EXPANDING ITS FOOTPRINT ON THE WALKER LANE
SHEAR ZONE REGION OF NEVADA
September 29, 2025, Vancouver, British Columbia – Fairchild Gold Corp. (“Fairchild” or the
“Company”) (TSXV: FAIR) , is pleased to announce that it has entered into a Memorandum of
Understanding (the “MOU”) dated September 26, 2025 with Emergent Metals Corp. (TSXV: EMR)
(“Emergent”), an arm’s length party, to acquire a 100% interest in the Golden Arrow Project, a
well-advanced, past-producing gold and silver property strategically located along the Walker Lane
Shear Zone in Nevada.
Golden Arrow Project: NI 43-101 Resource Highlights & Upside
Golden Arrow is an advanced -stage gold -silver project located approximately 40 miles east of
Tonopah, Nevada, and about 60 miles east of the large Round Mountain gold mine operated by
Kinross Gold Corporation (TSX: K, NYSE: KGC). Round Mountain has produced over 15 million
ounces of gold to date, underscoring the notable fertility of this region of the Walker Lane Shear
Zone (Source: press release dated November 21, 2018 by Kinross Gold Corporation).
The Golden Arrow property encompasses two principal resource areas, Gold Coin and Hidden Hill,
with a combined measured + indicated and inferred resource base.
Key historic resource metrics include:
• Measured + Indicated: 12,172,000 million tons averaging 0.024 oz/ton Au and 0.33 oz/ton Ag,
yielding 296,500 oz Au and 4,008,000 oz Ag
• Inferred: 3,790,000 million tons averaging 0.013 oz/ton Au and 0.33 oz/ton Ag, for 50,400 oz
Au and 1,249,000 oz Ag
• Resource model prepared by Mine Development Associates (“MDA”) (effective August 28,
2018), supported by over 361 drill holes totaling 201,010 feet (RC and core).1
The QP (as defined herein) has examined and interpreted the historical data and states that these
historical estimates were attained through the analysis of the data over multiple decades by several
established large mining companies, and were compiled and re -interpreted on a modern basis by
MDA, and thus are believed by the QP to be of good qua lity, scope, relevance, and reliability.
Additional work is required by the Com pany to up grade the resource for peripheral extensions
1 Amended 2018 Updated Technical Report on the Golden Arrow Project, Nye County, Nevada, U.S.A., prepared by
Mine Development Associates, Report Date of September 24, 2018, and Effective Date of August 28, 2018, available
under Emergent Metals Corp.’s corporate filing at www.sedarplus.ca. Cut-off grade of 0.01 opt AuEq for oxide material
and 0.015 opt AuEq were used and resource categories used CIM guidelines at that time. The QP has not done sufficient
work to make the resource current, and the Company is not treating the estimate as current . The QP has been unable to
verify the information, and that the information is not necessarily indicative to the mineralization on the property that is
the subject of the disclosure.
adjacent to the Gold Coin and Hidden Hill interpreted resource bodies. Additional modern
geological mapping, sampling, and geophysical analyses should be conducted by the Company in
the southern and western parts of the property area to search for new gold-mineralized rock bodies,
in the search for expansions to the historical resources. The QP has not done sufficient work to make
the resource current to market conditions and increased metal prices , and the Company is not
treating the estimate as current.
The Golden Arrow project lies within a volcanic field on the western margin of the Kawich Caldera,
exhibiting epithermal-style gold-silver mineralization with structural controls favorable for both
bulk disseminated gold-silver mineralization and higher -grade vein systems. In addition to the
established resource base, Golden Arrow hosts multiple untested large target areas and step -out
opportunities, providing significant exploration upside for further gold and silver discoveries.
Golden Arrow also benefits from established permitting infrastructure, including a previously
approved U.S. Bureau of Land Management Plan of Operations and Environmental Assessment
(EA) allowing up to approximately 240,000 feet of drilling, enabling rapid advancement.
Appointment of Guy Lauzier
The Company is also pleased to announce the expansion of its Technical Advisory Board with the
appointment of Guy Lauzier who will act as Technical Director for the Golden Arrow Project. Guy
Lauzier is a seasoned mining engineer and consultant with decades of experience advancing major
gold and base metal projects worldwide. Over his career, he has held senior technical and leadership
roles with leading mining companies including Barrick G old, Newmont, Agnico Eagle, and Teck
Resources, where he contributed to mine development, feasibility studies, and large -scale
operations. Known for his ability to bridge engineering excellence with practical execution, Lauzier
has successfully guided projects from early -stage exploration through to production. Today, he
continues to advise companies and investors on project evaluation, optimization, and long -term
value creation.
Transaction Highlights
• Agreement Signed: Fairchild entered into a Memorandum of Understanding (MOU) dated
September 26, 2025 with Emergent Metals Corp. to acquire a 100% interest in the Golden
Arrow Project.
• This MOU outlines the key terms of the transaction, with the Parties agreeing to negotiate and
execute a Definitive Purchase Agreement and related agreements within 30 days (the
“Definitive Agreement”).
• Consideration: The purchase price will be satisfied through a combination of:
o Cash Payments:
- US$250,000 payable upon signing of the MOU (paid, non-refundable).
- US$350,000 payable upon receipt of approval from the TSX Venture Exchange (the
“TSXV”).
o Issuance of Common Shares: 12.5 million common shares of Fairchild to be issued to
Emergent Metals upon regulatory and Exchange approval of the transaction.
o Issuance of a Senior Secured Note (subject to Exchange approval):
o Non-convertible note with a face value of US$3.5 million.
- Carries an interest rate of 8.5%, payable semi-annually.
- Maturity date: 5 years from the date of the Definitive Agreement.
- Repayable at Fairchild’s discretion at any time.
- If not repaid by the end of Year 3:
➢ Principal increases to US$4.0 million if redeemed between the 3 rd and 4th year
of the Definitive Agreement.
➢ Principal increases to US$5.0 million if redeemed between the 4 th and 5th year
of the Definitive Agreement.
- The Note is secured solely by the Golden Arrow Project and not by any other assets
of Fairchild.
• Granting of a Net Smelter Return (NSR) Royalty:
- 0.5% NSR royalty granted to Emergent Metals Corp.
- Buyback Option:
➢ Buyback for US$1.0 million if exercised prior to the 4 th anniversary of the
Definitive Agreement.
➢ Buyback for US$1.5 million if exercised between the 4th and 7th anniversary of
the Definitive Agreement.
➢ Buyback rights expire after the 7th anniversary of the Definitive Agreement.
• Standstill / Exclusivity: Under the terms of the MOU, Emergent Metals shall not engage in
discussions, negotiations, or solicitations with any other parties regarding the Golden Arrow
Project during the standstill period. The non -refundable US$250,000 paym ent made by
Fairchild at signing is directly tied to this exclusivity commitment.
Nikolas Perrault, CFA, Executive Chairman of Fairchild Gold Corp., commented:
“By securing 100% ownership of the Golden Arrow Project, Fairchild is taking a decisive strategic
step toward building a world-class Nevada-focused portfolio. Golden Arrow combines a meaningful
NI 43-101 resource, strong exploration upside, and a proven district location alongside world-class
mines like Round Mountain. Our strategy is to aggressively advance this project and unlock
substantial value for our shareholders while contributing to Nevada’s proud mining tradition.”
QP Statement:
All scientific and technical information disclosed in this new release were reviewed and approved by
Mr. Richard R. Redfern, M.S., C.P.G. No. 10717, who is the qualified person (the “QP”) as defined
by National Instrument 43 -101 and independent Consulting Geologist for Fairchild who reviewed
the geological information available from private and public sources related to the property, and is
responsible for and has approved the technical contents of this press release.
.
About Fairchild Gold Corp.
Fairchild Gold Corp. is a mineral exploration company focused on acquiring, exploring, and
developing high-quality mineral properties in mining-friendly jurisdictions. The Company's flagship
Nevada Titan Project is in the historic Goodsprings mining district in Nevada, USA. The Company
is also the 100% owner of the Fairchild Lake Property consisting of 108 mining claims covering an
area of 2,224 hectares, located approximately 250 kilomet ers northwest of the city of Thunder Bay
in the Patricia Mining Division, Ontario.
On behalf of the Board of Directors
Nikolas Perrault, CFA
Executive Chairman
Fairchild Gold Corp.
[email protected]; [email protected]
(866) 497-0284
www.fairchildgold.com
Neither the 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 of this news release.
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this news release constitutes “forward-looking information ” or
“forward-looking statements” (collectively, “forward- looking information”). Without limiting the
foregoing, such forward-looking information includes statements regarding the Company’s business
plans, expectations and objectives, and not limited to the closing of the Transaction and receipt of all
necessary approvals. In this news release, words such as “may”, “would”, “could”, “will”, “likely”,
“believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative
form thereof are used to identify forward-looking information. Forward-looking information should
not be read as guarantees of future performance or results, and will not necessarily be accurate
indications of whether, or the times at or by which, such future performance will be achieved.
Forward-looking information is based on information available at the time and/or the Company
management’s good faith belief with respect to future events and is subject to known or unknown
risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the
Company’s control. For additional information with respect to these and other factors and
assumptions underlying the forward -looking information made in this news release, see the
Company’s most recent Management’s Discussion and Analysis and financial statements and other
documents filed by the Company with the Canadian securities commissions and the discussion of
risk factors set out therein. Such documents are available at www.sedarplus.ca under the Company’s
profile and on the Company’s website, https://fairchildgold.com/. The forward-looking information
set forth herein reflects the Company’s expectations as at the date of this news release and is subject
to change after such date. The Company disclaims any intention or obligation to update or revise any
forward-looking information, whether as a result of new information, future events or otherwise,
other than as required by law.