Fairchild Gold Corp. Secures Shareholder Approval for Acquisition of Emergent Metals Corp.'s Golden Arrow Property

Vancouver, British Columbia — June 10, 2026 — Leads & Copy — Fairchild Gold Corp. has received shareholder approval to acquire Emergent Metals Corp.'s Golden Arrow Property, located near Tonopah, Nevada, according to a company announcement. The acquisition, referred to as the Transaction, received approval from Fairchild's common shareholders at a special meeting held on June 9, 2026. All eligible votes cast were in favor of the Transaction.

The closing of the Transaction is contingent upon obtaining all necessary regulatory approvals, including final approval from the TSX Venture Exchange, and fulfilling other standard closing conditions. Emergent anticipates the Transaction will close later this month.

The Transaction involves Emergent, Fairchild, and their respective wholly owned Nevada subsidiaries. Key terms of the deal include cash payments, the issuance of common shares, and a senior secured promissory note.

At the closing, Fairchild will pay Emergent US$350,000 in cash. This is in addition to a previous non-refundable deposit of US$250,000 paid by Fairchild upon the signing of a binding memorandum of understanding.

Fairchild will also issue an aggregate of 12,500,000 common shares to Emergent at a value per share determined by the closing price of Fairchild's common shares on the TSX Venture Exchange on the trading day immediately preceding the issuance date.

Additionally, Emergent will receive a senior secured promissory note from Fairchild with a principal amount of US$3,500,000. The note has a five-year term from the date of the definitive agreement and carries an annual interest rate of 8.5%, payable semi-annually. The note is secured by a first-ranking security interest over the Property and any related assets Fairchild acquires through the Transaction.

The note includes provisions for an early repayment bonus, where Emergent would forfeit US$500,000 of the principal if Fairchild repays at least US$500,000 upon closing a financing of no less than US$3,000,000, and an additional US$2,500,000 within six months of the Transaction closing. The principal amount of the Note will automatically increase to US$4,000,000 if not repaid until after the third anniversary of the Definitive Agreement, and to US$5,000,000 if not repaid until after the fourth anniversary. No interest will accrue on these step-up amounts before their effective date.

Emergent will retain a 0.5% net smelter return royalty on the Golden Arrow Property. Fairchild has the option to acquire this royalty by paying Emergent US$1,000,000 before the fourth anniversary of the Definitive Agreement, or US$1,500,000 between the fourth and seventh anniversaries. These buyout rights expire after the seventh anniversary.

Fairchild is also obligated to fund a reclamation bond for the Property, estimated at approximately US$40,000, in connection with the closing.

Emergent Metals Corp. is a gold and base metal exploration company focused on assets in Nevada and Quebec. The company employs a Project Accelerator business model, which involves acquiring quality projects, enhancing their value through exploration, and then monetizing them through various transactions.

In Nevada, Emergent's Golden Arrow Property is an advanced-stage gold and silver property with a defined resource. The company also holds the New York Canyon copper skarn and porphyry exploration property, the West Santa Fe Property subject to an agreement with Lahontan Gold Corporation, and the Buckskin Rawhide East property leased to Rawhide Mining LLC.

In Quebec, Emergent's properties include the Casa South Property and the Trecesson Property. The company also holds net smelter return royalties on other projects, including the Troilus North Property, the EastWest Property, and the York Property.

Source: Emergent Metals Corp.