Fairchild Provides Update on the Golden Arrow Acquisition

Core Viewpoint - Fairchild Gold Corp. is proceeding with the acquisition of 100% interest in the Golden Arrow Property, which includes 17 patented and 494 unpatented claims, as part of a previously announced transaction [1] Group 1: Transaction Details - The acquisition will involve the issuance of a senior secured promissory note amounting to US$3,500,000 to Emergent Metals Corp. [2] - Fairchild will grant Emergent a 0.5% net smelter return royalty on the Property, with options to buy out the royalty for US$1,000,000 before the fourth anniversary or US$1,500,000 between the fourth and seventh anniversaries of the definitive agreement [2] - The transaction requires approval from disinterested shareholders holding more than 50% of the issued and outstanding common shares due to the consideration exceeding Emergent's expenditures on the Property [3] Group 2: Financial Obligations - The note will have a term of five years, maturing on March 23, 2031, with an interest rate of 8.5% per annum, payable semi-annually [6] - The note is secured by a first-ranking security interest over the Property and related assets acquired by Fairchild [6] - If Fairchild repays at least US$500,000 immediately upon closing a financing of no less than US$3,000,000, and an additional US$2,500,000 within six months, Emergent will waive US$500,000 of the principal [6] Group 3: Royalty Structure - The royalty structure includes an annual advance minimum royalty of US$8,333.33 plus a 1% net smelter returns royalty on six unpatented lode mineral claims [6] - An annual advance minimum royalty of US$25,000 plus a 3% net smelter returns royalty applies to 185 unpatented lode mineral claims [6] - A 1% net smelter returns royalty is applicable to all 17 patented lode mineral claims included in the Property [6]