Mr. Nikolas Perrault reports

FAIRCHILD PROVIDES UPDATE ON THE GOLDEN ARROW ACQUISITION

Fairchild Gold Corp. has provided more details on the arm's-length acquisition of a 100-per-cent interest of the Golden Arrow property, previously announced on Sept. 29, 2025, and March 24, 2026. The property consists of 17 patented and 494 unpatented claims.

Senior secured note

On approval of the transaction by the TSX Venture Exchange, Fairchild will issue a senior secured promissory note in the principal amount of $3.5-million (U.S.) in favour of Emergent Metals Corp. that provides as follows:

• Term: Five years from the date of the definitive agreement, being March 23, 2031;
• Interest rate: 8.5 per cent per annum, payable semi-annually, in arrears, in cash;
• Security: the note shall be secured by a first-ranking security interest over the property and any related assets acquired by Fairchild pursuant to the transaction;
• Early repayment bonus: 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 no less than $3-million (U.S.); and (b) at least an additional $2.5-million (U.S.) of the principal amount of the note, together with any and all accrued but unpaid interest thereon, within a period of six months following the closing date of the definitive agreement, then Emergent will forfeit and waive the remaining $500,000 (U.S.) of the principal amount;
• Principal step-up: the principal amount of the note will automatically increase to $4-million (U.S.) if the note is not repaid until after the third anniversary of the definitive agreement and $5-million (U.S.) if the note is not repaid until after the fourth anniversary of the definitive agreement;
• No interest shall accrue on any step-up amount for any period prior to the effective date of that step-up and will only be accruing on any unpaid balances;
• 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 shall also grant to Emergent a 0.5-per-cent net smelter return royalty on the property. Fairchild shall have the option of acquiring the royalty by paying Emergent $1-million (U.S.) prior to the fourth anniversary of the definitive agreement. Fairchild shall have the option of acquiring the royalty by paying Emergent $1.5-million (U.S.) if exercised between the fourth and seventh anniversaries of the definitive agreement. The buyout rights expire after the seventh anniversary of the definitive agreement.

Existing obligations

Moreover, Fairchild will assume the following obligations to pay:

• An $8,333.33 advance minimum royalty per year plus a 1-per-cent net smelter return royalty on six of the unpatented lode mineral claims included in the property;
• A $25,000 advance minimum royalty per year plus a 3-per-cent net smelter return royalty on 185 of the unpatented lode mineral claims included in the property;
• A 1-per-cent net smelter returns royalty on all 17 patented lode mineral claims included in the property.

The company's next step is to seek disinterested shareholder approval by way of written consent from holders of more than 50 per cent of the issued and outstanding common shares of the company, as required by the TSX-V. This requirement is triggered because the consideration for the transaction exceeds the expenditures incurred by Emergent on the property, the latter, however, representing only a fraction of the historical expenditures on the property to date. The company will provide further details in respect of the transaction in due course by way of one or more press releases.

We seek Safe Harbor.