Fairchild Gold Corp. has closed the purchase of a 100% interest in the Golden Arrow property in Nevada from Emergent Metals Corp., paying US$600,000 in cash, 12.5 million shares and a US$3.5 million secured note, plus a royalty. The property covers 17 patented and 494 unpatented mineral claims near Tonopah, and the two parties dealt at arm's length.
Of the cash portion, US$250,000 had already been handed over earlier as a non-refundable deposit. The share component consists of 12,500,000 Fairchild shares at a deemed price of C$0.055, worth roughly C$688,000 at that value, and the shares carry a four-month statutory hold period. No finder's fees were paid. Shareholders approved the transaction on June 9, 2026.
The largest single element of the price is deferred. Fairchild issued Emergent a non-convertible senior secured promissory note of US$3.5 million bearing 8.5% annual interest, payable semi-annually in cash and maturing on March 23, 2031 — five years from the date of the definitive asset purchase agreement. The note is secured by a first-ranking interest over the property and related assets, and Emergent keeps a registered security interest until the principal and accrued interest are retired.
Repayment incentives and penalties
The note's terms push Fairchild toward early repayment. If the company pays at least US$500,000 of principal immediately on closing a financing raising at least US$3 million gross, and then repays a further US$2.5 million plus accrued interest within six months of the acquisition closing, Emergent waives the remaining US$500,000 of principal and discharges its security.
If the note stays outstanding, the balance grows. The principal steps up automatically to US$4 million after the third anniversary of the purchase agreement and to US$5 million after the fourth. Interest does not accrue on a step-up amount for periods before it takes effect.
Fairchild has not disclosed in this release what cash it holds or whether the US$3 million financing that triggers the discount has been arranged, so the path to the reduced payout remains unfunded on the information given.
Royalties stacked on the property
Emergent also received a 0.5% net smelter returns royalty — a payment calculated on revenue from metal sold, after smelting and refining deductions. Fairchild can buy it back for US$1 million if it acts before the fourth anniversary of the purchase agreement, or US$1.5 million between the fourth and seventh anniversaries. The buyback right lapses after the seventh anniversary.
On top of that, Fairchild has taken on pre-existing royalty obligations attached to Golden Arrow. These include a US$25,000 annual advance minimum royalty plus a 3% NSR on six unpatented lode claims, split among three owners, a second US$25,000 annual advance minimum royalty plus a 3% NSR covering all the unpatented lode claims and any claims caught by an area-of-interest provision, and a 1% NSR on all 17 patented claims. The advance minimum royalties are payable regardless of whether the property produces anything.
The company is also required to post a financial guarantee of about US$40,000 with the U.S. Bureau of Land Management under the property's plan of operations and reclamation permit.
Fairchild says Golden Arrow, in the Walker Lane belt, contains two resource areas, Gold Coin and Hidden Hill, with a combined measured, indicated and inferred resource set out in an NI 43-101 technical report prepared by RESPEC. No tonnage or grade figures were included in the release. Executive Chairman Nikolas Perrault said the company expects to provide updates on its plans for the property, without giving a timetable or a budget.
Paid investor awareness spending
The same release discloses two promotional contracts, both subject to TSX Venture Exchange approval. Montreal-based IMPAQ Capital Inc. was retained effective August 10, 2026 for investor relations outreach at C$8,500 a month plus 450,000 immediately vesting stock options, on an initial six-month term that renews in three-month increments.
Separately, Outside the Box Capital Inc. was engaged from August 10, 2026 to February 4, 2027 to handle marketing, social media engagement and distribution of company-approved material, for a one-time fee of C$75,000 paid at the start of the term, with no securities issued. Both firms are described as arm's length and as holding no Fairchild securities at present.
Readers should treat material appearing about the company through those channels as paid promotion rather than independent coverage.
Source: Newsfile
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