en.Wedoany.com Reported - Fairchild Gold Corp. has received shareholder approval to complete the acquisition of Emergent Metals Corp.'s Golden Arrow asset near Tonopah, Nevada. The approval was obtained at a special meeting of Fairchild common shareholders held on June 9, 2026, with all eligible votes supporting the transaction. The acquisition remains subject to all necessary regulatory approvals, including final approval from the TSX Venture Exchange, and other customary closing conditions, with the transaction expected to close later this month.

The transaction involves Emergent, Fairchild, and their respective wholly owned Nevada subsidiaries. Terms include: upon closing, Fairchild will pay Emergent $350,000 in cash, in addition to the $250,000 non-refundable deposit previously paid upon signing the binding letter of intent. Concurrently, Fairchild will issue to Emergent a total of 12,500,000 common shares, at a price per share equal to the closing price of the common shares on the Exchange on the last trading day prior to the issuance date.

Fairchild will also issue to Emergent a senior secured promissory note with a principal amount of $3,500,000, maturing five years from the date of the definitive agreement, bearing interest at 8.5% per annum, payable semi-annually in cash. The note is secured by a first-priority security interest covering the Golden Arrow asset and any related assets acquired by Fairchild under the transaction. The agreement includes an early repayment incentive: if Fairchild repays at least $500,000 in principal immediately after completing financing with gross proceeds of no less than $3,000,000, and repays at least an additional $2,500,000 in principal plus all accrued interest within six months of closing, Emergent will waive the remaining $500,000 in principal. The note principal will automatically increase to $4,000,000 if outstanding after the third anniversary of the definitive agreement, and to $5,000,000 after the fourth anniversary. Until the note principal and interest are fully paid, Emergent will retain its security interest registration over the assets.

Emergent will retain a 0.5% net smelter return royalty on the asset. Fairchild may elect to purchase this royalty for $1,000,000 before the fourth anniversary of the definitive agreement, or for $1,500,000 between the fourth and seventh anniversaries, with the purchase right expiring after the seventh anniversary. Additionally, Fairchild is required to provide approximately $40,000 in reclamation bonding for the asset.

Emergent is a gold and base metals exploration company focused on Nevada and Quebec, with a strategy of acquiring, exploring, and adding value to assets, then monetizing them through sales, joint ventures, options, royalties, and other means—a business model the company calls a "project accelerator." In Nevada, the Golden Arrow asset is an advanced-stage gold and silver property with proven and indicated resources, and has an operating plan and environmental assessment in place. Beyond Golden Arrow, Emergent also holds in Nevada the New York Canyon copper skarn and porphyry exploration asset, the West Santa Fe gold, silver, and base metals asset subject to a lease with purchase option agreement with Lahontan Gold Corporation (TSXV: LG), and the Buckskin Rawhide East gold and silver asset leased to Rawhide Mining LLC, operator of the Rawhide mine. In Quebec, its assets include the Casa South gold exploration asset, located south of the Casa Berardi mine operated by Orezone Gold Corporation (TSX: ORE) and north of IAMGOLD Corporation's (NYSE: IAG) Gemini Turgeon property, and the Trecesson gold exploration asset, located approximately 50 kilometers north of the Val d'Or mining camp.

Emergent also holds royalty interests in several projects, including a 1% NSR on the Troilus Gold Project within the Troilus North property, being advanced to production by Troilus Mining Corporation (TSX: TLG); a 1% NSR on the EastWest property within Agnico Eagle Mines Limited's (NYSE: AEM) Canadian Malartic Complex; and a 1% NSR on the York property at the Santa Fe mine in Nevada, being advanced to production by Lahontan Gold (TSXV: LG).

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