Emergent Metals Corp. (TSXV: EMR, OTC: EGMCF, FRA: EML, MUN: ELM) announced that Fairchild Gold Corp. has initiated the process of seeking shareholder approval to complete the acquisition of Emergent's Golden Arrow Property. The transaction, originally announced in September 2025, is expected to close in June 2026, subject to shareholder and regulatory approvals.
Fairchild is preparing a management information circular and proxy materials for a special meeting of Fairchild shareholders scheduled for June 9, 2026. At the meeting, shareholders will vote on the asset purchase agreement dated March 23, 2026, between Emergent, Fairchild, and their respective subsidiaries.
Under the terms of the transaction, upon TSX Venture Exchange approval, Fairchild will pay Emergent US$350,000 in cash, in addition to a non-refundable US$250,000 deposit already paid. Fairchild will also issue 12.5 million common shares to Emergent at a deemed price equal to the closing price on the last trading day before issuance. Additionally, Fairchild will issue a senior secured promissory note with a principal amount of US$3.5 million, bearing interest at 8.5% per annum, payable semi-annually. The note has a five-year term and is secured by a first-ranking security interest over the property and related assets.
The note includes an early repayment bonus: if Fairchild repays at least US$500,000 upon closing a financing of at least US$3 million, and an additional US$2.5 million within six months, Emergent will forfeit the remaining US$500,000. The principal amount increases to US$4 million if not repaid after three years, and to US$5 million after four years. Emergent will retain a 0.5% net smelter return royalty, which Fairchild can buy back for US$1 million before the fourth anniversary or US$1.5 million between the fourth and seventh anniversaries.
Fairchild is also required to fund a reclamation bond of approximately US$40,000 upon closing. The transaction is expected to close in June 2026, subject to all conditions being met.
Emergent Metals Corp. is a gold and base metal exploration company focused on Nevada and Quebec. The company's strategy is to acquire quality assets, add value through exploration, and monetize them through sales, joint ventures, options, royalties, and other transactions. This approach, called a Project Accelerator, aims to create value for shareholders. In Nevada, the Golden Arrow Property is an advanced-stage gold and silver property with a defined measured and indicated resource and a Plan of Operations in place. Other Nevada properties include New York Canyon, West Santa Fe, and Buckskin Rawhide East. In Quebec, the company holds the Casa South and Trecesson properties.
Emergent also holds a 1% NSR in the Troilus North Property, part of the Troilus Gold Project advanced by Troilus Mining Corporation, and a 1% NSR in the EastWest Property, part of Agnico Eagle Mines Limited's Canadian Malartic Complex. Additionally, the company has a 1% NSR on the York Property, part of Lahontan Gold's Santa Fe Mine in Nevada.
Investors can find more information on the company's website at www.emergentmetals.com or review the company's filings at www.sedarplus.ca.
