Mr. David Watkinson reports

EMERGENT METALS COMPLETES THE SALE OF ITS GOLDEN ARROW PROPERTY TO FAIRCHILD GOLD

Emergent Metals Corp. has completed the sale of its Golden Arrow property in Nevada to Fairchild Gold Corp. In connection with the closing of the transaction, Emergent received an aggregate of 12.5 million common shares of Fairchild at a deemed price of 5.5 cents per common share, aggregate cash payments of $600,000 (U.S.), a $3.5-million (U.S.) non-convertible senior secured note bearing interest at the rate of 8.5 per cent per annum with a five-year term and the grant of a 0.5-per-cent net smelter royalty on the property. The cash, share and note portion of the transaction has an estimated value of approximately $4-million (U.S.) to $7-million (U.S.), depending on the timing of note interest and principal payments associated with the transaction.

David Watkinson, president and chief executive officer of Emergent, stated: "This is a layered transaction that includes cash, shares and senior secured note components. In the short term, Emergent has received $600,000 (U.S.) in cash and 12.5 million Fairchild shares that will appear on the company's balance sheet. In the medium term, the company will receive ongoing interest payments on the note twice per year and will have the opportunity to monetize the Fairchild shares. In the long term, if Fairchild is successful in advancing Golden Arrow, the company will receive $3-million (U.S.) to $5-million (U.S.) from the repayment principal associated with the note, depending on the timing. Long-term potential also included the opportunity for Fairchild's shares to increase in value."

For additional information on the transaction, please refer to the company's news releases dated Sept. 29, 2025, March 24, 2026, April 10, 2026, May 4, 2026, and June 10, 2026, available on the company's website or on SEDAR+. Emergent expects to receive the final approval of the transaction from the TSX Venture Exchange in the near future.

About the transaction

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

Cash payments:

• Fairchild paid Emergent $350,000 (U.S.) on closing. 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:

• Fairchild issued 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

Fairchild issued the note in favour of Emergent, which provides as follows:

• Principal amount: $3.5-million (U.S.);
• Term: five years from the date of the definitive asset purchase agreement between the parties in respect of the transaction, being March 23, 2026;
• Interest rate: 8.5 per cent per annum, payable semi-annually, in arrears, in cash;
• Security: the note is 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 date of the transaction, 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 if the note is not repaid until after the third anniversary of the date of the purchase agreement and $5-million (U.S.) if the note is not repaid until after the fourth anniversary of the date of the purchase 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 date of the purchase agreement. Fairchild shall have the option of acquiring the royalty by paying Emergent $1.5-million (U.S.) if exercised between the fourth and seventh anniversaries of the date of the purchase agreement. The buyout rights expire after the seventh anniversary of the date of the purchase agreement.

Fairchild is also required to finance a reclamation bond in the approximate amount of $40,000 (U.S.) upon the closing of the transaction and assume any underlying and advance royalty payment obligations associated with the property.

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 New York Canyon is an advanced-stage copper skarn and porphyry exploration property. West Santa Fe 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 Walker Lane Mining LLC, the operator of the Rawhide mine. Emergent has a 1-per-cent net smelter return royalty on the York property, part of Lahontan Gold's Santa Fe mine being advanced toward production. It also has a 0.5-per-cent NSR royalty on the advanced-stage Golden Arrow gold and silver property owned by Fairchild Gold.

In Quebec, the Casa South property is a gold and base metal 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 high-grade 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 also has a 1-per-cent NSR royalty in the East West property, part of Agnico Eagle Mines Ltd.'s Canadian Malartic complex.

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.