Mr. Nikolas Perrault reports

FAIRCHILD GOLD COMPLETES ACQUISITION OF GOLDEN ARROW PROPERTY

Fairchild Gold Corp. has completed its acquisition of a 100-per-cent interest in the Golden Arrow property, which consists of 17 patented and 494 unpatented mineral claims located near Tonopah, Nev., United States, from Emergent Metals Corp. at arm's length.

Commenting on the transaction, Nikolas Perrault, CFA, executive chairman of Fairchild, stated: "On behalf of the entire Fairchild team, I would like to thank our shareholders for their patience and continued support throughout this process, as well as all parties whose efforts contributed to the successful completion of this transaction. The acquisition of Golden Arrow marks a significant milestone for Fairchild, and we are grateful for the professionalism, commitment and hard work demonstrated by everyone involved. We look forward to providing updates, in the very near future, regarding our plans for the property and our strategy for advancing this highly prospective asset."

As consideration for the transaction, Emergent has received a combination of cash, common shares, a senior secured promissory note and a net smelter returns royalty, as follows:

• $600,000 (U.S.) in cash, $250,000 (U.S.) of which Fairchild previously paid to Emergent as a non-refundable deposit;
• 12.5 million common shares of the company at a deemed price of 5.5 cents per common share;
• A non-convertible senior secured promissory note in the principal amount of $3.5-million (U.S.), bearing interest at 8.5 per cent per annum, payable semi-annually in arrears, and maturing on March 23, 2031, subject to the repayment, waiver and principal step-up provisions described below;
• A 0.5-per-cent net smelter return royalty on the property, subject to the buyback rights described below.

In accordance with the plan of operations in respect of the property as well as the associated reclamation permit, the company is also required to finance a financial guarantee of approximately $40,000 (U.S.) to the U.S. Bureau of Land Management.

Senior secured note

Fairchild issued the note in favor of Emergent as follows:

• Term: five years from March 23, 2026, being date of the definitive asset purchase agreement governing the transaction, maturing on March 23, 2031;
• Interest rate: 8.5 per cent per annum, payable semi-annually, in arrears, in cash;
• Security: the note is secured by a first-ranking security interest over the property and any related assets acquired by Fairchild pursuant to the transaction;
• Early repayment: in the event that Fairchild repays: (a) at least $500,000 (U.S.) of the principal amount of the note immediately upon the closing of a financing by Fairchild for gross proceeds of not less than $3-million (U.S.); and (b) repays at least an additional $2.5-million (U.S.) of the principal amount of the note, together with any and all accrued and unpaid interest thereon, within a period of six months following the closing date of the transaction, then Emergent will forfeit and waive the remaining $500,000 (U.S.) of the principal balance and discharge its security interest;
• Principal step-up: the principal amount of the note will automatically increase to $4-million (U.S.) if the note remains outstanding after the third anniversary of the date of the purchase agreement and to $5-million (U.S.) if it remains outstanding after the fourth anniversary of the purchase agreement;
• Interest on step-up amounts: no interest shall accrue on any step-up amount for any period prior to the effective date of the step-up, and interest will accrue on any unpaid balances;
• Security release: until the principal amount of the note, together with any and all accrued but unpaid interest thereon, is paid off or retired, Emergent will have a security interest registered against the property.

Royalty

Fairchild has indirectly granted to Emergent a 0.5-per-cent net smelter return royalty on the property. Fairchild has the option of acquiring the royalty by paying Emergent $1-million (U.S.) if the buyback right is exercised prior to the fourth anniversary of the purchase agreement. Fairchild shall have the option of acquiring the royalty by paying Emergent $1.5-million (U.S.)i f exercised between the fourth and seventh anniversaries of the purchase agreement. The buyback rights expire after the seventh anniversary of the purchase agreement.

Existing obligations

Moreover, Fairchild has assumed the following existing royalty obligations relating to the property:

• A $25,000 (U.S.) advance minimum royalty per year plus a 3-per-cent net smelter returns royalty on six of the unpatented lode mineral claims included in the property, segregated between three royalty owners as to $8,333.33 (U.S.) and 1 per cent each;
• A $25,000 (U.S.) advance minimum royalty per year plus a 3-per-cent net smelter return royalty on all of the unpatented lode mineral claims included in the property, plus any claims subject to an area of interest in respect of the such claims;
• A 1-per-cent net smelter return royalty on all 17 patented lode mineral claims included in the property.

Shareholder approval

The company obtained shareholder approval in connection of the transaction on June 9, 2026.

All common shares to be issued in connection with the transaction are subject to a statutory four-month hold period in accordance with applicable securities laws and the policies of the TSX Venture Exchange. No finders' fees were be paid in connection with the transaction.

For additional information concerning the company and the transaction, please refer to the company's press releases dated June 10, 2026, April 28, 2026, March 31, 2026, March 24, 2026, Feb. 25, 2026, and Sept. 29, 2025, which are available under Fairchild's SEDAR+ profile.

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 in 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 acquired the Golden Arrow property, located 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 available on SEDAR+. 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.

Investor relations services

Subject to TSX-V approval, the company has retained Impaq Capital Inc., a Montreal-based investor relations firm, to provide investor relations services in accordance with TSX-V Policy 3.4. Pursuant to an agreement effective Aug. 10, 2026, Impaq will provide outreach and investor awareness services to North American investment professionals for a monthly cash fee of $8,500. The agreement has an initial term of six months and automatically renews for successive three-month periods unless terminated. Impaq Capital has been granted 450,000 stock options, exercisable at the market price immediately prior to grant, vesting immediately and remaining exercisable for a period of two years, subject to the terms of the company's stock option plan. Impaq and the company are arm's-length parties. Neither Impaq nor any non-arm's-length party, as defined in TSX-V Policy 1.1 (Non-Arm's Length Party), to Impaq currently holds any securities of the company, although Impaq, non-arm's-length parties to Impaq and/or its clients may hold or acquire securities of the company from time to time in the future.

Subject to TSX-V's approval, the company has retained Outside the Box Capital Inc. (OTBC) to provide marketing and distribution services for the purpose of communicating information regarding the company to investors and other interested parties. Services include marketing strategy, social media engagement initiatives, and the dissemination of company-approved news, announcements and other materials through on-line platforms and digital channels. Pursuant to an agreement commencing Aug. 10, 2026, and ending Feb. 4, 2027, OTBC will receive a fee of $75,000 on Aug. 10, 2026, plus applicable taxes. No securities or incentive-based compensation will be issued to OTBC under the agreement. OTBC and the company are arm's-length parties. Neither OTBC nor any non-arm's-length party to OTBC currently holds any securities of the company, although OTBC, non-arm's-length parties to OTBC and/or its clients may hold or acquire securities of the company from time to time.

We seek Safe Harbor.