FAIR.V · thenewswire · 2026-05-04 06:00:00

Emergent Metals Corp. Provides an Update on its Sale of the Golden Arrow Property, NV

Mergers & Acquisitions Corporate Updates

Vancouver, British Columbia – TheNewswire - May 4, 2026 – Emergent Metals Corp. (TSXV: EMR, OTC: EGMCF, FRA: EML, MUN: ELM) (“Emergent” or the “Company”) announces that, further to the Company’s news releases dated September 29, 2025, March 24, 2026 and April 10, 2026, Fairchild Gold Corp. (“Fairchild”) has initiated the process of seeking shareholder approval to complete the acquisition of Emergent’s Golden Arrow Property (the “Transaction”). It is the Company’s understanding that Fairchild requires shareholder approval for the Transaction pursuant to applicable TSX Venture Exchange (the “TSXV”) policies.

Fairchild has indicated that it is in the process of preparing a management information circular and related proxy materials (collectively, the “Meeting Materials”) that will be delivered to the holders of Fairchild’s common shares (collectively, the “Fairchild Shareholders”) in connection with a special meeting of the Fairchild Shareholders to be held on June 9, 2026 (the “Fairchild Meeting”). At the Fairchild Meeting, the Fairchild Shareholders are expected to be asked to consider, and if deemed advisable, approve the Transaction under the terms and conditions of the asset purchase agreement between the Company, Fairchild and their respective subsidiaries dated March 23, 2026.

Subject to Fairchild receiving the approval of the Fairchild Shareholders, each of the parties receiving all necessary regulatory approvals, including the final acceptance of the TSXV, and other customary closing conditions, the Transaction is expected to close sometime in June 2026.

About the /Transaction

The Transaction is between Emergent, Fairchild and the 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 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 Definitive Agreement, 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 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 anniversaries 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.

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 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. Emergent is in the process of selling Golden Arrow to Fairchild Gold Corp. (TSXV: FAIR). 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 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 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 has a 1% NSR in the EastWest Property, part of Agnico Eagle Mines Limited (NYSE: AEM) Canadian Malartic Complex. Emergent also has a 1% NSR on the York Property, part of Lahontan Gold’s (TSXV: LG) Santa Fe Mine in Nevada, being advanced toward production.

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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