22:02:58 EST Fri 20 Feb 2026
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Fairchild Gold Corp (2)
Symbol FAIR
Shares Issued 164,606,532
Close 2026-02-20 C$ 0.09
Market Cap C$ 14,814,588
Recent Sedar+ Documents

Fairchild Gold closes $1.24-million private placement

2026-02-20 18:00 ET - News Release

Mr. Nikolas Perrault reports

FAIRCHILD GOLD ANNOUNCES CLOSING OF PRIVATE PLACEMENT FINANCING AND EARLY WARNING REPORT

Fairchild Gold Corp. has closed its previously announced non-brokered private placement financing for gross proceeds of $1,245,712. In connection with the closing of the offering, the company issued 13,841,249 units at a price of nine 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 15 cents for a period of 60 months from the date of issuance. The warrants include an acceleration clause to the effect that if the daily volume-weighted average closing price of the common shares on the TSX Venture Exchange is at least 50 cents per common share for a period of five consecutive trading days, 12 months after the closing date of the offering (the triggering event), the company may, within five days of the triggering event, accelerate the expiry date of the warrants by giving notice thereof to the holders of the warrants, by way of news release, and in such case the warrants will expire on the first day that is 10 calendar days after the date on which such notice is given by the company announcing the triggering event.

No finder's fee was paid in this offering. 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 final approval of the TSX Venture Exchange. Proceeds of the offering will be used to advance the company's Nevada gold projects and for general working capital purposes.

An insider from the company subscribed indirectly for a total of 1.2 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.

Early warning report

Immediately prior to this offering, Shahal Khan owned, directly and indirectly, and had control and direction over 13 million common shares of the company, seven million warrants, two million stock options and 1.5 million RSUs (restricted share units) representing approximately 7.90 per cent (12.49 per cent on a partially diluted basis) of the then issued and outstanding common shares of the company. Following the transaction, Mr. Khan now beneficially owns, directly and indirectly, and has control and direction over 14.2 million common shares, 8.2 million warrants, two million stock options and 1.5 million RSUs representing approximately 7.96 per cent (13.62 per cent on a partially diluted basis) of the issued and outstanding common shares of the company. The change in ownership arose as a result of the offering. Mr. Khan will review his holdings from time to time and may, in the future, increase or decrease ownership or control over securities of the company.

This news release is being issued pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, persons who wish to obtain a copy of the early warning report to be filed by Mr. Khan in connection with this offering herein may obtain a copy of such reports from SEDAR+ or by contacting the person named below.

About Fairchild Gold Corp.

Fairchild Gold is a public company engaged in the business of mineral exploration and development of copper, gold and silver assets in mining-friendly jurisdictions across North America.

The company is committed to identifying and developing high-quality resource properties in Nevada with strong geological resource potential. Its strategy focuses on creating long-term shareholder value through disciplined exploration, strategic partnerships and responsible development practices.

Fairchild Gold's recently assembled trinity of 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-PGEs (platinum group elements) mining. In more recent times, Nevada Titan was also highlighted for its near surface antimony and cobalt potential. That was followed by a MOU (memorandum of understanding) toward the acquisition of the Golden Arrow property in the prolific Walker Lane shear zone, encompassing two principal resource areas, Gold Coin and Hidden Hill, with a combined measured plus indicated and inferred resource base outlined in a National Instrument 43-101 report written by Mine Development Associates.

Finally, Fairchild's Carlin Queen property, an advanced-stage gold-silver project, located at the intersection of the Carlin and Midas-Hollister gold trends. Fairchild Gold is leveraging the potential of all these three properties by utilizing the outstanding mineral resources support Nevada provides.

We seek Safe Harbor.

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