Lahontan Gold Corp. (TSXV: LG, OTCQB: LGCXF, FSE: Y2F) has entered into a definitive arrangement agreement to acquire all issued and outstanding shares of Emergent Metals Corp. in an all-share transaction, the company announced on September 16, 2026. The deal delivers 100% ownership of the West Santa Fe project, eliminates royalties on multiple claims, and adds the adjacent New York Canyon project to Lahontan's Nevada portfolio. Investors may be watching this transaction closely given its potential to streamline the company's flagship Santa Fe Mine asset base ahead of a targeted 2027 production restart.

Key Points

  • Lahontan Gold Corp. (TSXV: LG, OTCQB: LGCXF, FSE: Y2F) signed a definitive arrangement agreement to acquire Emergent Metals Corp.
  • Emergent shareholders will receive one Lahontan share for every 3.21 Emergent shares held, implying $0.115 per Emergent share — a 47.8% premium to the 30-day VWAP
  • The transaction eliminates approximately $2.39M (US$1.73M) in future payments otherwise required to acquire the remaining interest in West Santa Fe, and removes a 1% NSR royalty on both West Santa Fe and the 27 York claims
  • Completion is subject to Emergent shareholder approval at a two-thirds supermajority threshold, court orders, and TSXV acceptance

Share Exchange Terms and Emergent Metals Premium

Under the arrangement, Emergent Metals shareholders will receive one Lahontan common share for every 3.21 Emergent shares held, representing an implied acquisition price of approximately $0.115 per Emergent share. The release states this equates to a 47.8% premium based on Emergent's 30-day volume-weighted average price. Upon closing, existing Lahontan shareholders are expected to hold approximately 95.3% of the combined company, with Emergent shareholders holding the remaining 4.7%. A fairness opinion provided by Evans & Evans, Inc. concluded the consideration is fair, from a financial point of view, to Emergent shareholders.

Royalty Elimination and West Santa Fe Consolidation

A key financial benefit cited in the announcement is the elimination of roughly $2.39M (US$1.73M) in future payments that Lahontan would otherwise have incurred to acquire the remaining interest in West Santa Fe. Following the transaction, the 1% NSR royalty previously payable to Emergent on West Santa Fe will cease, as will a 1% NSR royalty on the 27 York claims at the Santa Fe Mine. Additionally, 2,000,000 Lahontan shares previously issued to Emergent in connection with the York claims acquisition will be returned to treasury, representing approximately $770,000 in value based on a 30-day Lahontan VWAP of $0.385 as of September 15, 2026.

New York Canyon Addition and Fairchild Note Assumption

The transaction also brings Lahontan the New York Canyon project, two blocks of unpatented mining claims directly adjoining and south of the Santa Fe Mine, expanding the company's Walker Lane claim package to over 93 square kilometres. A copper-gold-silver-molybdenum skarn/porphyry system is noted within the southern block. Lahontan will also assume a US$3.5M promissory note (approximately $4,830,000) issued by Fairchild Gold Corp., gain control of 12.5 million Fairchild common shares, and receive a 0.5% NSR royalty on the Golden Arrow property. Quebec gold royalties and leased Nevada mining claims are also included.

Regulatory and Shareholder Approval Requirements

Completion of the transaction requires approval from at least 66⅔% of Emergent shareholder votes cast, a separate simple majority for minority approval purposes under Multilateral Instrument 61-101, Supreme Court of British Columbia interim and final orders, and TSXV acceptance. Directors and senior officers of Emergent have entered into support and voting agreements to vote in favour. The immediate share price impact was not clear from available public information. Irwin Lowy LLP is acting as Lahontan's legal advisor and Capiche Legal LLP is advising Emergent.