Mr. David Watkinson reports

EMERGENT METALS MOVING FORWARD WITH THE SALE OF ITS GOLDEN ARROW PROPERTY TO FAIRCHILD GOLD

Further to Emergent Metals Corp.'s news releases dated Sept. 29, 2025, March 24, 2026, April 10, 2026, and May 4, 2026, Fairchild Gold Corp. has obtained shareholder approval to complete the acquisition of Emergent's Golden Arrow property, located near Tonopah in Nevada.

Fairchild required shareholder approval for the transaction pursuant to applicable TSX Venture Exchange policies, which approval was obtained at a special meeting of the holders of Fairchild's common shares, held on June 9, 2026. Fairchild has confirmed that the totality of eligible votes cast at the meeting was in favour of the transaction.

The closing of the transaction is subject to receipt of all necessary regulatory approvals, including final approval of the exchange, and other customary closing conditions. The company expects the closing to occur later this month.

About the transaction

The transaction is between Emergent, Fairchild and the companies' wholly owned Nevada subsidiaries, and includes the following material terms.

Cash payments

At the closing, Fairchild will pay Emergent $350,000 (U.S.). This payment is in addition to the non-refundable deposit of $250,000 (U.S.) that Fairchild previously paid the company upon the execution of a binding memorandum of understanding in respect of the transaction.

Common shares

At the closing, Fairchild will issue an aggregate of 12.5 million 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

At the closing, Fairchild will issue a senior secured promissory note to Emergent in the principal amount of $3.5-million (U.S.) that provides as follows:

• Term: five years from the date of the definitive agreement governing the transaction;
• Interest rate: 8.5 per cent 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;
• Early repayment bonus: In the event that Fairchild repays: (a) at least $500,000 (U.S.) of the principal amount of the note immediately upon the closing of a financing by Fairchild for gross proceeds of no less than $3-million (U.S.); and (b) at least an additional $2.5-million (U.S.) of the principal amount of the note, together with any and all accrued but unpaid interest thereon, within a period of six months following the closing, then Emergent will forfeit and waive the remaining $500,000 (U.S.) of the principal amount;
• Principal step-up: The principal amount of the note will automatically increase to $4-million (U.S.) if the note is not repaid until after the third anniversary of the definitive agreement and $5-million (U.S.) if the note is not 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;
• 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-per-cent net smelter return royalty on the property. Fairchild shall have the option of acquiring the royalty by paying Emergent $1-million (U.S.) prior to the fourth anniversary of the definitive agreement or by paying Emergent $1.5-million (U.S.) between the fourth and seventh anniversaries of the definitive agreement. The buyout rights expire after the seventh anniversary of the definitive agreement.

In connection with the closing, Fairchild is also required to finance a reclamation bond associated with the property in the approximate amount of $40,000 (U.S.).

About Emergent Metals Corp.

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 its shareholders -- an acquisition and divestiture business model Emergent calls a project accelerator.

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. Emergent is in the process of selling Golden Arrow to Fairchild Gold. 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 Corp. Buckskin Rawhide East is a gold and silver property leased to Rawhide Mining LLC, operators of the Rawhide mine.

In Quebec, the Casa South property is a gold exploration property located south of and adjacent to Orezone Gold Corp.'s operating Casa Berardi mine, and north of and adjacent to Iamgold Corp.'s Gemini Turgeon property. The Trecesson property is a gold exploration property located about 50 kilometres north of the Val d'Or mining camp.

Emergent has a 1-per-cent NSR royalty in the Troilus North property, part of the Troilus gold project, being advanced by Troilus Mining Corp. toward production. The company has a 1-per-cent NSR royalty in the EastWest property, part of the Agnico Eagle Mines Ltd. Canadian Malartic complex. Emergent also has a 1-per-cent NSR royalty on the York property, part of Lahontan Gold's Santa Fe mine in Nevada, being advanced toward production.

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.

We seek Safe Harbor.