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Fairchild Gold Corp (2)
Symbol FAIR
Shares Issued 179,614,447
Close 2026-07-31 C$ 0.05
Market Cap C$ 8,980,722
Recent Sedar+ Documents

Fairchild amends offering, units acquired by Sprinter

2026-08-04 05:26 ET - News Release

Mr. Nikolas Perrault reports

FAIRCHILD GOLD ANNOUNCES UPDATE TO PRIVATE PLACEMENT FINANCING AND EARLY WARNING REPORT

Further to the news release dated July 30, 2026, regarding the closing of Fairchild Gold Corp.'s non-brokered private placement financing, the allocation of securities issued pursuant to the offering has been revised.

As a result of such revision, Sprinter LLC directly acquired 9.6 million units under the offering, for total consideration of $576,000, rather than 10 million units as previously disclosed.

Immediately prior to the closing of the offering, Sprinter owned, directly and indirectly, and had control and direction over 12 million common shares and 12 million warrants, representing approximately 6.68 per cent of the then issued and outstanding common shares on a non-diluted basis and 12.53 per cent on a partially diluted basis.

Following the closing of the offering, Sprinter beneficially owns, directly and indirectly, and has control and direction over 21.6 million common shares and 21.6 million warrants, representing approximately 9.96 per cent of the issued and outstanding common shares on a non-diluted basis and 18.11 per cent on a partially diluted basis. The change in ownership resulted from the offering. The variation in Sprinter's holding is 3.27 per cent and 5.58 per cent on a partially diluted basis.

Accordingly, no new insider has been created as a result of the offering, and only two insiders of the company participated in the offering, directly or indirectly subscribing for an aggregate of 2.4 million units. 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.

All other terms of the offering remain unchanged, and the offering remains subject to final approval of the TSX Venture Exchange.

More information on the offering is available under the press release issued by the company on July 30, 2026.

About Fairchild Gold Corp.

Fairchild 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.

We seek Safe Harbor.

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