03:59:56 EDT Wed 15 Jul 2026
Enter Symbol
or Name
USA
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Fairchild Gold Corp (2)
Symbol FAIR
Shares Issued 179,614,447
Close 2026-07-14 C$ 0.06
Market Cap C$ 10,776,867
Recent Sedar+ Documents

Fairchild to raise $1.2M in first tranche of financing

2026-07-14 22:38 ET - News Release

Mr. Nikolas Perrault reports

STRATEGIC INVESTOR SPRINTER LLC TO INCREASE POSITION IN FAIRCHILD GOLD TO BECOME COMPANY'S LARGEST SHAREHOLDER

Fairchild Gold Corp. expects to close, subject to the satisfaction of applicable closing conditions and the approval of the TSX Venture Exchange, a first tranche of approximately $1.2-million under a non-brokered private placement financing for aggregate gross proceeds of up to $1.8-million.

The offering is being led and supported by Sprinter LLC, an existing significant investor in Fairchild. Based on current subscription commitments and assuming completion of the first tranche as contemplated, Sprinter is expected to become Fairchild's largest shareholder.

Sprinter's proposed additional investment would represent a significant increase in its position in Fairchild and is expected to provide additional financial support as the company works toward completing its acquisition of the Golden Arrow project and advancing its Nevada-focused strategy. Sprinter's management team has experience in the merchant wholesaling of diesel, sugar and other physical commodities, as well as in structuring and trading financial products. The company believes that Sprinter's experience and relationships may potentially support future opportunities involving vertical supply chain integration, refining and project financing. No definitive arrangements relating to any such opportunities have been entered into, and there can be no assurance that any such opportunities will be pursued or completed.

In connection with the anticipated closing of the first tranche of the offering, the company expects to issue approximately 20 million units at a price of six cents per unit. Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at an exercise price of 10 cents for a period of sixty months from the date of issuance.

"Through a series of investments over the last 15 months, Sprinter has become a significant supporting shareholder of Fairchild. We appreciate Sprinter's continued support as the company advances its Nevada asset portfolio and works toward completing the Golden Arrow acquisition," said Nikolas Perrault, CFA, executive chairman of Fairchild Gold. "Subject to completion of the offering, we believe this increased investment would further align Sprinter with Fairchild's long-term strategy."

The common shares and warrants issued under the offering will be subject to a statutory hold period expiring four months and one day from the date of issuance, or longer for certain subscribers. The offering remains subject to the approval of the TSX Venture Exchange. The company intends to use the net proceeds of the offering to complete the closing of the Golden Arrow project acquisition and for general working capital purposes.

The company expects certain insiders of the company to participate in the private placement. Any participation by insiders in the private placement constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. However, the company expects to rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the units subscribed for by the insiders, nor the consideration for the units paid by such insiders, would exceed 25 per cent of the company's market capitalization.

Following the closing of the first tranche, Sprinter is expected to file an early warning report in accordance with National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report, when filed, will be available under the company's profile on SEDAR+.

About Fairchild Gold Corp.

Fairchild Gold is a public company engaged in the exploration and development of copper, gold and silver assets in North America. The company's strategy is focused on advancing its Nevada property portfolio through disciplined exploration, strategic transactions and responsible development practices.

Fairchild Gold's recently assembled portfolio of three Nevada properties includes Nevada Titan, Fairchild's flagship property, located in the Goodsprings mining district, Nevada, an area known for historical high-grade copper, gold and platinum group element mining. More recently, Nevada Titan has also been highlighted for its near-surface antimony and cobalt potential. Fairchild has also entered into a definitive agreement and received required shareholder approval toward the acquisition of the Golden Arrow property in the prolific Walker Lane mineral belt. Golden Arrow encompasses two principal resource areas, Gold Coin and Hidden Hill, with a combined measured, indicated and inferred resource base outlined in a National Instrument 43-101 technical report prepared by RESPEC and filed in, February 2026. Fairchild's Carlin Queen property is a gold-silver exploration project located near the intersection of the Carlin and Midas-Hollister gold trends. Fairchild intends to leverage Nevada's established mining infrastructure, technical expertise and supportive operating environment as it advances its portfolio of properties.

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