Mr. Nikolas Perrault reports
FAIRCHILD GOLD ANNOUNCES CLOSING OF A PRIVATE PLACEMENT FINANCING
Fairchild Gold Corp. closed its non-brokered private placement financing on Oct. 27, 2026, for aggregate gross proceeds of $725,200 through the issuance of 12,086,666 units at a price of six cents per unit.
Each unit comprises one common share in the capital of the company and one common share purchase warrant, whereby each whole warrant shall be convertible into an additional common share at an exercise price of 10 cents for a period of 60 months from the date of issuance.
In connection with the offering, the company paid cash commissions of $6,336 to certain finders and issued 105,600 non-transferable compensation common share purchase warrants. Each compensation warrant entitles the holder thereof to purchase one common share at an exercise price of 10 cents per common share for a period of 60 months from the date of issuance.
The common shares, warrants and compensation warrants issued under the offering will be subject to a statutory hold period expiring four months and one day from the date of issuance. The offering remains subject to final approval of the TSX Venture Exchange. Fairchild intends to use the net proceeds of the offering primarily toward its Golden Arrow property and for general working capital purposes.
An insider of the company indirectly subscribed for a total of three million units under the offering. A subscription by an insider of the company is considered to be a related party transaction of the company within the meaning of exchange Policy 5.9, Protection of Minority Security Holders in Special Transactions, and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the offering, insofar as it involves the insider, is not more than 25 per cent of the company's market capitalization. Additionally, the company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(a) as the fair market value of the offering, insofar as it involves the insider, is not more than 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the closing of the offering because the details of the insider participation were not finalized until closer to closing of the offering and the company wished to close the offering as soon as practicable for sound business reasons.
About Fairchild Gold Corp.
Fairchild Gold is a Nevada-focused mineral exploration and development company with a portfolio of three complementary assets: Nevada Titan, Golden Arrow and Carlin Queen.
Golden Arrow provides Fairchild with an established open-pit-oriented gold-silver resource within Nevada's prolific Walker Lane mineral belt. Nevada Titan is the company's high-impact porphyry copper-gold-silver-antimony exploration project in the historic Goodsprings mining district of southern Nevada. Carlin Queen provides additional epithermal gold-silver exploration exposure near the intersection of the Carlin and Midas-Hollister mineral trends. It is situated adjacent to the northern boundary of the Hollister mine complex of Hecla Mining Company, which is current drilling and evaluating Hollister for reopening of this mine that has been on care and maintenance.
Fairchild's strategy is to build a significant Nevada-focused exploration and development platform combining established resources with opportunities for major new discoveries.
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