Frankfurt & Munich Exchanges: Eml Emergent Metals Corp. Signs Definitive Agreement to Sell Its Golden Arrow Property to Fairchild GOLD Corp.
EMERGENT METALS CORP.
620-1111 Melville Street,
Vancouver, B.C. V6E 2V6
www.emergentmetals.com
March 24, 2026 TSX Venture Exchange: EMR
OTCQB: EGMCF
Frankfurt & Munich Exchanges: EML
EMERGENT METALS CORP. SIGNS DEFINITIVE AGREEMENT
TO SELL ITS GOLDEN ARROW PROPERTY TO FAIRCHILD GOLD
CORP.
Vancouver, British Columbia, March 24, 2026 – Emergent Metals Corp. (TSXV: EMR, OTC:
EGMCF, FRA: EML, MUN: ELM) (“Emergent” or the “ Company”) is pleased to announce that the
Company has entered into an asset purchase agreement dated March 23 , 202 6 (the “ Definitive
Agreement”) with Fairchild Gold Corp. (TSXV: FAIR) (“Fairchild”) to sell Emergent’s Golden Arrow
Property (the “Property”) to Fairchild (the “Transaction”). The Property is an advanced -stage gold and
silver exploration property consisting of 17 patented and 494 unpatented mineral claims located near
Tonopah, Nevada.
The Definitive Agreement is between Emergent, Fairchild and companies’ wholly owned Nevada
subsidiaries, and includes the following material terms:
Cash Payments
• On approval of the Transaction by the TSX Venture Exchange (the “ Exchange”), Fairchild will pay
Emergent US$350,000. 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
• On approval of the Transaction by the Exchange, Fairchild will issue an aggregate of 12,500,000
common shares (the “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
• On approval of the Transaction by the Exchange, Fairchild will issue a senior secured promissory note
in the principal amount of US$3,500,000 (the “Note”) in favor of Emergent that provides as follows:
➢ Term: Five (5) years from the date of the Definitive Agreement (the “Maturity Date”);
➢ Interest Rate: 8.5% per annum, payable semi-annually, in arrears, in cash;
➢ Security: The Note shall be secured by a first-ranking security interest over the Property and
any related assets acquired by Fairchild pursuant to the Transaction (the “Security”);
➢ 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 th e Note, together with any and all accrued but unpaid interest thereon ,
within a period of six (6) months following the closing date of the Definitive Agreement, then
Emergent will forfeit and waive the remaining US$500,000 of the principal amount;
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➢ 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 anniversar y of the Definitive
Agreement; and US$5,000,000 if the Note isn’t repaid until after the fourth anniversary of the
Definitive 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 Definitive Agreement. Fairchild shall have the option of acquiring the Royalty by
paying Emergent US$1,500,000 if exercised between the fourth and seventh anniversar ies of the
Definitive Agreement. The buyout rights expire after the seventh anniversary of the Definitive
Agreement.
Fairchild is also required to fund a ~US$40,000 reclamation bond upon the closing of the transactions
contemplated by the Definitive Agreement.
The Transaction is subject to all necessary approvals, including regulatory approval. Fairchild is an arm's-
length party of the Company, and no finder’s fees are being paid as part of the Transaction.
The Transaction remains subject to Exchange approval and certain conditions being met by both parties.
David Watkinson, President and CEO of Emergent, stated, “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 will initially receive up-front cash and share payments. Emergent will then receive
ongoing interest payments throughout the term of the Note and the eventual payment of the Note principal.
There is f urther potential long-term upside from the Royalty. The step-up of the Note principal in years
four and five acts as an incentive for the potential early payment of the Note. The option of Early
Repayment would benefit both companies. If the Note is not paid or if other conditions of the transaction
are not met, Emergent has the ability to take the Property back.”
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 our shareholders
– an acquisition and divestiture (“A&D”) business model.
In Nevada, Emergent’s Golden Arrow Property is an advanced-stage gold and silver property with a well-
defined measured and indicated resource and a Plan of Operations and Environmental Assessment in place
to conduct a major drilling program . New York Canyon is an advanced-stage copper skarn and porphyry
exploration property. The West Santa Fe Property 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 Rawhide Mining LLC, operators of Rawhide Mine.
In Quebec, the Casa South Property is a gold exploration property located south of and adjacent to Hecla
Mining Company’s (NYSE: HL) operating Casa Berardi Mine and north of and adjacent to IAMGOLD
Corporation’s ( NYSE: IAG) Gemini Turgeon Property . The Trecesson Property is a gold exploration
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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 explored by Troilus Gold Corporation (TSX: TLG).
Emergent also has a 1% NSR in t he East-West Property, part of Agnico Eagle Mines Limited Canadian
Malartic Complex (NYSE: AEM).
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.
Qualified Person
All scientific and technical information disclosed in this new release was reviewed and approved by David
Watkinson, P.Eng., an employee of Emergent and a non -independent qualified person under National
Instrument 43-101.
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 statements made and information contained herein may constitute “ forward-looking information” and “ forward-looking
statements” within the meaning of applicable Canadian and United States securities legislation. These statements and informat ion
are based on facts currently available to the Company and there is no assurance that actual results will meet management’s
expectations. Forward-looking statements and information may be identified by such terms as “anticipates”, “believes”, “targets”,
“estimates”, “plans”, “expects”, “may”, “will”, “could” or “would”. Forward-looking statements and information contained herein
are based on certain factors and assumptions regarding, among other things, the ability of the Company to complete the Transaction,
the expected benefits of the disposition of the Property, the estimation of mineral resources and reserves, the realization of resource
and reserve estimates, metal prices, taxation, the estimation, timing and amount of future exploration and development, capital and
operating costs, the availability of financing, th e receipt of regulatory approvals, environmental risks, title d isputes and other
matters. While the Company considers its assumptions to be reasonable as of the date hereof, forward -looking statements and
information are not guarantees of future performance, and readers should not place undue importance on such statements as actual
events and results may differ materially from those described herein. The Company does not undertake to update any forward -
looking statements or information except as may be requir ed by applicable securities laws . The Company's Canadian publ ic
disclosure filings may be accessed via www.sedarplus.ca, and readers are urged to review these materials, including any technical
reports filed with respect to the Company's mineral properties.