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 66⅔% 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.
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.
Advisors
Irwin Lowy LLP is acting as Lahontan’s legal advisor. Evans & Evans, Inc. acted as independent financial advisor to the Emergent Special Committee and has provided the fairness opinion described above. Capiche Legal LLP is acting as Emergent Metals’ legal advisor.
About Lahontan Gold Corp.
Lahontan Gold Corp. 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 km² Santa Fe Mine project, with a targeted return to production in 2027.
- Santa Fe Mine historic production: 359,202 ounces of gold and 702,067 ounces of silver, open pit mining with heap-leach processing (1988-1995; Nevada Bureau of Mines).
- Current Resources: The Santa Fe Mine has a NI 43-101 compliant Indicated Mineral Resource of 1,195,000 oz Au Eq (47,532,000 tonnes grading 0.72 g/t Au and 5.55 g/t Ag, together grading 0.78 g/t Au Eq) and an Inferred Mineral Resource of 1,190,000 oz Au Eq (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 (Au Eq is inclusive of recovery, please see Santa Fe Project Technical Report and note below*).
- Objectives 2026:
- Complete an updated Preliminary Economic Assessment (“PEA”) for the Santa Fe Mine, including the first analysis of mining and processing sulfide resources,
- Advance mine permitting activities with the objective of commencing construction in 2027,
- 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 our website: www.lahontangoldcorp.com
* Please see the “Updated Mineral Resource Estimate, NI 43-101 Technical Report, Santa Fe Project”, Authors: Michael S. Lindholm, C.P.G., and Thomas Dyer, PE; Effective Date: August 13, 2026, Report Date: Maximum 45 days from August 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 US$3,250/oz, silver price of US$40.00/oz, and oxide gold recoveries ranging from 60% to 79%, oxide silver recoveries ranging from 0% to 30%, transitional gold recoveries ranging from 28% to 45%, transitional silver recoveries ranging from 0 to 13%, and non-oxide gold and silver recoveries of 68% except for the York deposit where non-oxide recoveries are estimated to be 0%.
Qualified Person
Brian J. Maher, M.Sc., 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 & Exploration for Lahontan Gold and has verified the data disclosed in this news release, including the sampling, analytical and test data underlying the disclosure.
On behalf of the Board of Directors
Kimberly Ann
Founder, CEO, President, Executive Chair
FOR FURTHER INFORMATION, PLEASE CONTACT:
Lahontan Gold Corp.
Kimberly Ann
Founder, CEO, President, Executive Chair
Phone: 1-530-414-4400
Email: Kimberly.ann@lahontangoldcorp.com
Website: www.lahontangoldcorp.com
Cautionary Note Regarding Forward-Looking Statements:
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law.
This news release contains certain “forward-looking information” and “forward-looking statements”, as such terms are defined under applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements can be identified by the use of words and phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled,” “estimates”, “forecasts”, “intends”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements herein include, but are not limited to, the expected benefits of the Transaction, statements with respect to the consummation and timing of the Transaction; approval by Emergent Metals’ shareholders; the satisfaction of the conditions precedent of the Transaction; timing, receipt and anticipated effects of court, regulatory and other consents and approvals and the strengths, characteristics and potential of the Transaction. These forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond Lahontan’ and Emergent Metals’ ability to predict or control and could cause actual results to differ materially from those contained in the forward-looking statements. Specific reference is made to Lahontan’ and Emergent Metals’ respective most recent annual management discussion and analysis on file with certain Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements, which include, without limitation, volatility in the prices of gold, changes in debt and equity markets, the uncertainties involved in interpreting geological data, increases in costs, environmental compliance and changes in environmental legislation and regulation, interest rate and exchange rate fluctuations, general economic conditions and other risks involved in the mineral exploration and development industry. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements.
All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. Neither Lahontan nor Emergent Metals undertakes any obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If Lahontan and/or Emergent Metals does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.
This press release includes market, industry and economic data which was obtained from publicly available sources and other sources believed by each of Lahontan and Emergent Metals to be true. Although each of Lahontan and Emergent Metals believes it to be reliable, it has not independently verified any of the data from third party sources referred to in this press release, or analyzed or verified the underlying reports relied upon or referred to by such sources, or ascertained the underlying economic and other assumptions relied upon by such sources. Lahontan and Emergent Metals believe that its market, industry and economic data is accurate and that its estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market, industry and economic data used throughout this presentation are not guaranteed and each of Lahontan and Emergent Metals does not make any representation as to the accuracy or completeness of such information.
