TORONTO, Sept. 16, 2026 (GLOBE NEWSWIRE) -- Lahontan Gold Corp. (TSXV:LG, OTCQB:LGCXF, FSE:Y2F) (the "Company" or "Lahontan") is very pleased to announce that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") dated September 15, 2026, with Emergent Metals Corp. ("Emergent" or "Emergent Metals") pursuant to which Lahontan will acquire all of the issued and outstanding common shares of Emergent Metals (the "Emergent Shares") by way of a court-approved plan of arrangement (the "Transaction").
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 $0.115 per Emergent Share. Upon completion of the Transaction, existing Lahontan and Emergent Metals shareholders are expected to own approximately 95.3% and 4.7% of the combined company, respectively.
Transaction Highlights
-- This Transaction delivers Lahontan shareholders 100% 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 totaling
over 93 square km.
-- Emergent Metals shareholders receive a premium with an acquisition price
of approximately $0.115 per Emergent Share using an exchange ratio of
3.21 Emergent Shares per Lahontan share, a 47.8% premium based on a
30-day volume-weighted average share price or "VWAP".
-- 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
-- The Transaction eliminates approximately $2.39M (US$1.73M) in future
payments otherwise required to acquire the remaining interest in the West
Santa Fe project. Following the Transaction, Lahontan will have 100%
ownership of West Santa Fe.
-- Following the acquisition of West Santa Fe, the underlying 1% NSR 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% 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 press releases dated October 23, 2025, and
August 17, 2026).
-- 2,000,000 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 $0.385 (September 15, 2026).
-- 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 ("Fairchild") by Emergent, the US$3.5M
promissory note (approximately $4,830,000) issued by Fairchild to
Emergent will be assumed by Lahontan; Lahontan will also control 12.5M
Fairchild common shares (valued at approximately $625,000 based on a
Fairchild share price of $0.05, September 15, 2026), and a 0.5% NSR
royalty on the Golden Arrow property.
-- 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 that provide additional opportunities for monetization and/or
future cash flow.
Benefits to Emergent Metals Shareholders
-- An immediate share price premium for Emergent shareholders. The
acquisition price of approximately $0.115 per Emergent Share represents a
premium of 47.8% to Emergent Metals' 30-day VWAP.
-- 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.
-- 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, CEO and President of Lahontan Gold Corp., 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 TSXV and receipt of other required regulatory approvals and third-party consents.
The resolution approving the Transaction will require approval by at least 662/3% 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 (the "Meeting").
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 ("MI 61-101").
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 at www.sedarplus.ca. 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 at www.sedarplus.ca.
Board of Directors' Recommendation
The Transaction was reviewed by a special committee of the Emergent Metals Board of Directors comprised of directors appointed to oversee and evaluate the proposed Transaction (the "Special Committee"). Evans & Evans, Inc. ("Evans & Evans") has provided an opinion to the Special Committee and the Emergent Metals Board of Directors that, as of September 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, the results of its review of Lahontan and its consultations with legal and financial advisors, 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.