Emergent Metals Corp. To Sell Its Golden Arrow Property To Fairchild Gold

(TheNewswire)

Vancouver, British Columbia,September 29, 2025 – TheNewswire - EmergentMetals Corp. (TSXV: EMR, OTC: EGMCF, FRA: EML, BSE: EML, MUN:ELM) (“ Emergent ” or the “ Company ”) announcesthat it has signed a Memorandum of Understanding dated September 29,2025 (the “ MOU ”) to sell its Golden Arrow Property (“ Golden Arrow ” or the“ Property” ) to Fairchild Gold ( TSXV: FAIR ) (“ Fairchild ”).  TheProperty is an advanced-stage gold and silver exploration propertyconsisting of 17 patented and 494 unpatented mineral claims locatednear Tonopah, Nevada.  Terms of the transaction (the “ Transaction ”)include:

Cash Payments

• Upon signing the MOU (the Agreement ”),Fairchild will pay Emergent a non-refundable deposit ofUS$250,000.

• On approval of the Transaction by the Toronto VentureExchange (the Exchange ”), Fairchild will pay EmergentUS$350,000.

Common Shares

• On approval of the Transaction by the Exchange,Fairchild will issue 12,500,000 common shares (the Common Shares ”) ofthe company to Emergent, such that Emergent’s ownership of Fairchildremains less than 9.9% of the issued and outstanding shares ofFairchild.  The deemed price of the Commons Shares shall be equal tothe closing price of the Common Shares on the Exchange on the lasttrading day immediately prior to the date of issuance, subject toapplicable securities laws and Exchange policies.

Senior Secured Note

• On approval of the Transaction by the Exchange,Fairchild will issue a Senior Secured Note (the Note ”)  in favorof Emergent.  Terms of the note will include:

• • Principal Amount:  US$3,500,000;

  • Term:  Five (5) years from the date of the DefinitiveAgreement (the “ DefinitiveAgreement ”) (the “ Maturity Date ”);

  • Interest Rate:  8.5% per annum, payable semi-annually,in arrears, in cash;

  • Security:  The Note shall be secured by thefirst-ranking security interest over the Property and related assetsacquired pursuant to the acquisition (the “ Security ”);

  • Principal Step Up:  US$3,500,000 if redeemed prior tothe third anniversary of the Definitive Agreement; US$4,000,000 ifredeemed between the third and fourth anniversaries of the DefinitiveAgreement; and US$5,000,000 if redeemed between the fourth and fifthanniversaries of the Definitive Agreement.

  • No interest shall accrue on any step-up amount for anyperiod prior to its effective date of that step-up; and

  • For clarity purposes, until all the debt is paid off orretired, the Note Holder will have a security registered against theGolden Arrow Property.  Fairchild will have the ability to repay orretire the Note in part or in full at its discretion at any time,including accrued interest, prior to the Maturity Date.

Royalty

• Emergent shall retain a 0.5% net smelter return royalty(the Royalty ”) on the Property.  Fairchild shall have the option ofacquiring the royalty by paying Emergent US$1,000,000 prior to thefourth anniversary of the Definitive Agreement. Fairchild shall have the option of acquiring the Royalty by payingEmergent US$1,500,000 if exercised between the fourth and seventhanniversaries of the Definitive Agreement.  The buyout rights expireafter the seventh anniversary of the Definitive Agreement.

Any advance minimum royalty payments due from Emergentto third parties prior to signing of the Definitive Agreement shall beput in escrow until payments are made to the third parties from theescrow account.  Fairchild shall fund a US$40,000 reclamation bondpayment upon execution of the Definitive Agreement and Exchangeapproval.  Upon signing the Definitive Agreement, Fairchild shallbecome responsible for BLM and County claim maintenance fees, propertytaxes, royalty payments, and any other holding costs going forwardfrom that date.  Emergent and Fairchild contemplate completing theDefinitive Agreement within 30 days of signing the MOU.  TheTransaction is subject to all necessary approvals, includingregulatory approval.  Fairchild is an arm's-length party, and nofinder’s fees are being paid as part of the Transaction.

David Watkinson, President and CEO of Emergent, stated,“The disposition of the Golden Arrow asset for cash, shares, asenior secured note, and royalty interest monetizes Golden Arrow inthe short, medium, and long-term.  Emergent will initially receiveup-front cash and share payments.  Emergent will then receive ongoinginterest payments throughout the term of the Note and the eventualpayment of the Note principal.  There is further potential long-termupside from the Royalty.  The step-up of the Note principal in yearsfour and five acts as an incentive for the potential early payment ofthe Note.  If the Note is not paid or if other conditions of thetransaction are not met, Emergent has the ability to take the Propertyback.  Emergent management believes that Fairchild can advance GoldenArrow through its next stages of development and ultimately towardsproduction.  It is a perfect time for Fairchild to take advantage ofhigh metal prices, the U.S. government’s support of mining projects,and a resurgence of investor interest in gold projects.”

About Emergent

Emergent is a gold and base metal exploration companyfocused on Nevada and Quebec.  The Company’s strategy is to lookfor quality acquisitions, add value to these assets throughexploration, and monetize them through sales, joint ventures, options,royalties, and other transactions to create value for our shareholders– an acquisition and divestiture (“ A&D ”) businessmodel.

In Nevada, Emergent’s Golden Arrow Property is anadvanced-stage gold and silver property with a well-defined measuredand indicated resource and a Plan of Operations and EnvironmentalAssessment in place to conduct a major drilling program.  New YorkCanyon is an advanced-stage copper skarn and porphyry explorationproperty.  The West Santa Fe Property is a gold, silver, and basemetal property, subject to a Lease with an Option to PurchaseAgreement with Lahontan Gold Corporation ( TSXV: LG ).  BuckskinRawhide East is a gold and silver property leased to Rawhide MiningLLC, operators of Rawhide Mine.

In Quebec, the Casa South Property is a goldexploration property located south of and adjacent to Hecla MiningCompany’s ( NYSE:HL ) operating Casa Berardi Mine and north of andadjacent to IAMGOLD Corporation’s ( NYSE: IAG ) GeminiTurgeon Property.  The Trecesson Property is a gold explorationproperty located about 50 km north of the Val d’Or mining camp. Emergent has a 1% NSR in the Troilus North Property, part of theTroilus 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 propertiesadjacent to producing or past-producing mines or advanced-stageproperties does not guarantee exploration success at Emergent’sproperties or that mineral resources or reserves will be delineated.

Qualified Person

All scientific and technical information disclosed inthis new release was reviewed and approved by David Watkinson, P.Eng.,an employee of Emergent and a non-independent qualified person underNational Instrument 43-101.

For more information on the Company, investors shouldreview the Company’s website at www.emergentmetals.com orview the Company’s filings available at www.sedarplus.ca .

On behalf of the Board ofDirectors
David G. Watkinson, P.Eng.
President & CEO

For further information, please contact:

David G. Watkinson, P.Eng.
Tel: 530-271-0679 Ext 101
Email: info@emergentmetals.com

Neither TSX Venture Exchange nor itsRegulation Services Provider (as the term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this release.

Cautionary Note onForward-Looking Statements

Certain statements made and information containedherein may constitute “forward-looking information” and“forward-looking statements” within the meaning of applicableCanadian and United States securities legislation. These statementsand information are based on facts currently available to the Companyand there is no assurance that actual results will meet management’sexpectations. Forward-looking statements and information may beidentified by such terms as “anticipates”, “believes”,“targets”, “estimates”, “plans”, “expects”, “may”,“will”, “could” or “would”. Forward-looking statements andinformation contained herein are based on certain factors andassumptions regarding, among other things, the estimation of mineralresources and reserves, the realization of resource and reserveestimates, metal prices, taxation, the estimation, timing and amountof 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 theCompany considers its assumptions to be reasonable as of the datehereof, forward-looking statements and information are not guaranteesof future performance, and readers should not place undue importanceon such statements as actual events and results may differ materiallyfrom those described herein. The Company does not undertake to updateany forward-looking statements or information except as may berequired by applicable securities laws. TheCompany's Canadian public disclosure filings may be accessed via www.sedarplus.ca, and readersare urged to review these materials, including any technical reportsfiled with respect to the Company's mineral properties.

Copyright (c) 2025 TheNewswire - All rights reserved.