Emergent Metals corp. Signs Definitive Agreement to Sell its Golden Arrow Property to Fairchild Gold Corp.

 

Vancouver, British Columbia – TheNewswire – 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, 2026 (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 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.  

 

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 further 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 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 the 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 information 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, the receipt of regulatory approvals, environmental risks, title disputes 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 required by applicable securities laws. The Company’s Canadian public 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.

Copyright (c) 2026 TheNewswire – All rights reserved.