Ms. Kimberly Ann reports
LAHONTAN CONSOLIDATES OWNERSHIP OF WEST SANTA FE, ELIMINATES ROYALTIES, AND ADDS STRATEGIC NEW YORK CANYON PROJECT THROUGH ACQUISITION OF EMERGENT METALS
Lahontan Gold Corp. has entered into a definitive arrangement agreement dated Sept. 15, 2026, with Emergent Metals Corp., pursuant to which Lahontan will acquire all of the issued and outstanding common shares of Emergent Metals by way of a court-approved plan of arrangement.
Under the terms of the transaction, Emergent Metals shareholders will receive one Lahontan common share for every 3.21 Emergent shares held at an implied consideration of 11.5 cents per Emergent share. Upon completion of the transaction, existing Lahontan and Emergent Metals shareholders are expected to own approximately 95.3 per cent and 4.7 per cent of the combined company, respectively.
Transaction highlights:
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This transaction delivers Lahontan shareholders 100-per-cent ownership of the highly prospective West Santa Fe project with only modest cash expenditure while simultaneously eliminating royalties on West Santa Fe and the newly acquired York claims adjoining the Santa Fe mine. With the addition of the New York Canyon project, Lahontan will control a regional-scale claim package in Nevada's prolific Walker Lane totalling over 93 square kilometres (km).
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Emergent Metals shareholders receive a premium with an acquisition price of approximately 11.5 cents per Emergent share using an exchange ratio of 3.21 Emergent shares per Lahontan share, a 47.8-per-cent premium based on a 30-day volume-weighted average share price or VWAP (volume weighted average price).
- Lahontan acquires the New York Canyon project, which directly adjoins the southern boundary of the Santa Fe mine, greatly simplifying claim ownership at the company's flagship project, as well as a portfolio of royalties, claims under lease and receivables that enhance the company's asset base.
Benefits to Lahontan Gold shareholders:
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The transaction eliminates approximately $2.39-million ($1.73-million (U.S.)) in future payments otherwise required to acquire the remaining interest in the West Santa Fe project. Following the transaction, Lahontan will have 100-per-cent ownership of West Santa Fe.
- Following the acquisition of West Santa Fe, the underlying 1-per-cent NSR (net smelter return) royalty previously payable to Emergent will cease to be applied, improving future project economics by eliminating the royalty burden. This also eliminates the cost of a future royalty buydown.
- The 1-per-cent NSR royalty applicable to the 27 York claims at the Santa Fe mine project that were recently acquired from Emergent will also cease to be applied, enhancing the economic potential of exploiting the York gold and silver resource (please see news releases dated Oct. 23, 2025, and Aug. 17, 2026).
- Two million Lahontan shares previously issued to Emergent in connection with the York claims acquisition will be returned to the company's treasury, representing approximately $770,000 of value based on a 30-day Lahontan VWAP of 38.5 cents (Sept. 15, 2026).
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The company will acquire the New York Canyon project, which consists of two blocks of unpatented mining claims located adjacent and south of the Santa Fe mine project. The north block directly abuts the Santa Fe mine and greatly simplifies the claim ownership pattern for the project, as well as opening the area for exploration. The southern block focuses on a highly prospective copper-gold-silver-molybdenum skarn/porphyry system.
- As part of the recently concluded sale of the Golden Arrow property in Nevada to Fairchild Gold Corp. by Emergent, the $3.5-million (U.S.) promissory note (approximately $4.83-million) issued by Fairchild to Emergent will be assumed by Lahontan; Lahontan will also control 12.5 million Fairchild common shares (valued at approximately $625,000 based on a Fairchild share price of five cents, Sept.15, 2026) and a 0.5-per-cent NSR royalty on the Golden Arrow property.
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The company will also receive a portfolio of properties and gold royalties in Quebec, as well as a package of leased mining claims in Nevada, providing additional opportunities for monetization and/or future cash flow.
Benefits to Emergent Metals shareholders:
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An immediate share price premium for Emergent shareholders. The acquisition price of approximately 11.5 cents per Emergent share represents a premium of 47.8 per cent to Emergent Metals' 30-day VWAP;
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Participation in the continued growth of the Lahontan asset portfolio, which emphasizes near-term gold and silver production from the Santa Fe mine, exploration and resource definition at West Santa Fe, management's commitment to future production increases, and a continuing search for meaningful near-term production acquisitions in the Walker Lane;
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Enhanced trading liquidity, capital markets visibility and investor awareness through participation in a larger public company with an expanded exploration and mine development platform.
Kimberly Ann, founder, executive chair, chief executive officer and president of Lahontan Gold, commented: "The acquisition of Emergent Metals represents another important step in Lahontan's disciplined growth strategy. This transaction consolidates our ownership of West Santa Fe, eliminates royalties at both West Santa Fe and the York claims at Santa Fe, adds the strategically important New York Canyon project to our regional-scale Walker Lane land package, and provides Lahontan with additional royalties, claims and other assets.
"Importantly, the transaction advances our objective of building a larger and more valuable Nevada precious metals company while maintaining our focus on disciplined capital allocation. Our priorities remain clear: advance the Santa Fe mine toward production and cash flow, expand our gold and silver resource base through exploration, position the company for future production growth, and selectively pursue additional opportunities in the Walker Lane that can add meaningful value to our shareholders.
"We believe the combination of Lahontan and Emergent creates a stronger platform from which to pursue these objectives. We look forward to working with the Emergent team to complete the transaction and integrate these assets into Lahontan's growth strategy."
Transaction details
Completion of the transaction is subject to customary conditions, including approval of the transaction by Emergent shareholders, receipt of the interim and final orders of the Supreme Court of British Columbia, acceptance of the transaction by the TSX Venture Exchange, and receipt of other required regulatory approvals and third party consents.
The resolution approving the transaction will require approval by at least 66-2/3rds per cent of the votes cast by Emergent shareholders present in person or represented by proxy and entitled to vote at the meeting of Emergent shareholders to be called to consider the transaction.
In addition, the transaction will require approval by a simple majority of the votes cast by Emergent shareholders present in person or represented by proxy at the meeting, excluding votes attached to Emergent shares that are required to be excluded for purposes of minority approval under Section 8.1(2) of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.
In connection with the transaction, certain related parties of Emergent are parties to ancillary arrangements, including arrangements relating to the waiver of change-of-control entitlements and the settlement of certain outstanding promissory notes. The arrangement agreement contemplates payments by Lahontan in connection with the change-of-control waivers and requires the settlement of certain outstanding promissory notes prior to completion of the transaction, in each case subject to the terms of the applicable agreements, applicable securities laws and, where required, acceptance by the TSX Venture Exchange.
The directors and senior officers of Emergent Metals have also entered into customary support and voting agreements to vote their shares in favour of the transaction.
Further details regarding the terms and conditions of the transaction are set out in the arrangement agreement, which will be publicly filed by Lahontan and Emergent Metals under their respective SEDAR+ profiles. Additional information regarding the terms of the arrangement agreement and the background of the transaction will be provided in the information circular for the meeting, which will also be filed on Emergent Metals' SEDAR+ profile.
Board of directors' recommendation
The transaction was reviewed by a special committee of the Emergent Metals board of directors comprised directors appointed to oversee and evaluate the proposed transaction. Evans & Evans Inc. has provided an opinion to the special committee and the Emergent Metals board of directors that, as of Sept. 15, 2026, and subject to the assumptions, limitations and qualifications contained in the opinion, the consideration to be received by Emergent Metals shareholders under the transaction is fair, from a financial point of view, to Emergent Metals shareholders.
After considering the terms of the transaction, the fairness opinion, and the results of its review of Lahontan, and its consultations with legal and financial advisers, the special committee unanimously determined that the transaction is in the best interests of Emergent Metals, and recommended that the Emergent Metals board approve the transaction and recommend that Emergent Metals shareholders vote in favour of the transaction.
Following receipt of the recommendation of the special committee and consideration of the fairness opinion, the Emergent Metals board, with interested directors having disclosed their interests and abstained from voting where appropriate, unanimously determined, among those directors entitled to vote, that the transaction is in the best interests of Emergent Metals and is fair to Emergent Metals shareholders, approved the transaction, and resolved to recommend that Emergent Metals shareholders vote in favour of the transaction.
Advisers
Irwin Lowy LLP is acting as Lahontan's legal adviser. Evans & Evans acted as independent financial adviser to the Emergent special committee and has provided the fairness opinion described above. Capiche Legal LLP is acting as Emergent Metals' legal adviser.
About Lahontan Gold Corp.
Lahontan Gold is a Nevada-focused mine development company advancing a portfolio of four gold and silver projects in mining-friendly Nevada's prolific Walker Lane. The company's primary focus is the restart of its flagship, the 28.3-square-kilometre Santa Fe Mine project, with a targeted return to production in 2027:
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Santa Fe mine historical production: 359,202 ounces of gold and 702,067 ounces of silver, open-pit mining with heap leach processing (1988 to 1995; Nevada Bureau of Mines);
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Current resources: The Santa Fe mine has a National Instrument 43-101-compliant indicated mineral resource of 1,195,000 ounces (oz) gold equivalent (AuEq) (47,532,000 tonnes grading 0.72 gram per tonne (g/t) gold (Au) and 5.55 g/t silver (Ag), together grading 0.78 g/t AuEq), and an inferred mineral resource of 1.19 million oz AuEq (60,605,000 tonnes grading 0.59 g/t Au and 2.40 g/t Ag, together grading 0.61 g/t Au Eq), all pit constrained (AuEq is inclusive of recovery; please see Santa Fe project technical report*.);
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Objectives 2026:
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Complete an updated preliminary economic assessment (PEA) for the Santa Fe mine, including the first analysis of mining and processing sulphide resources;
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Advance mine permitting activities with the objective of commencing construction in 2027;
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Continue drill testing the satellite West Santa Fe project, with a maiden resource estimate targeted by year-end;
- Conduct exploration drilling at Santa Fe focused on expanding known gold and silver mineralization;
- Drill test historic heap leach pads to evaluate residual gold and silver mineralization for potential future reprocessing opportunities.
For more information, please visit the company's website.
* Please see the "Updated Mineral Resource Estimate, NI 43-101 Technical Report, Santa Fe Project," authors: Michael S. Lindholm, CPG, and Thomas Dyer, PE, effective date: Aug. 13, 2026, report date: maximum 45 days from Aug. 17, 2026. The technical report will be available on the company's website and SEDAR+. Mineral resources are reported using a cut-off grade of 0.10 g/t AuEq for oxide and transition resources, and 0.30 g/t AuEq for non-oxide resources. AuEq for the purpose of cut-off grade and reporting the mineral resources is based on the following assumptions: gold price of $3,250 (U.S.) per oz, silver price of $40 (U.S.) per oz, and oxide gold recoveries ranging from 60 per cent to 79 per cent, oxide silver recoveries ranging from 0 per cent to 30 per cent, transitional gold recoveries ranging from 28 per cent to 45 per cent, transitional silver recoveries ranging from 0 to 13 per cent, and non-oxide gold and silver recoveries of 68 per cent, except for the York deposit, where non-oxide recoveries are estimated to be 0 per cent.
Qualified person
Brian J. Maher, MSc, CPG-12342, is a qualified person as defined under Canadian National Instrument 43-101, Standards of Disclosure for Mineral Projects, and has reviewed and approved the content of this news release in respect of all technical disclosure other than the mineral resource estimate as noted above. Mr. Maher is senior vice-president, mine development and exploration, for Lahontan Gold and has verified the data disclosed in this news release, including the sampling, analytical and test data underlying the disclosure.
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