Mr. Patrick Orlando, an investor, reports
PATRICK ORLANDO FILES EARLY WARNING REPORT ACQUISITION
Patrick Orlando acquired, indirectly, ownership of 7.5 million units of Fairchild Gold Corp. on Feb. 20, 2026. Each unit consists of one common share in the capital of the company and one common share purchase warrant, with each whole warrant exercisable to acquire one additional common share at an exercise price of 15 cents for a period of 60 months from the date of issuance. The warrants contain an acceleration clause whereby, 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 company may, within five days of the triggering event, accelerate the expiry date of the warrants by notifying the holders of the warrants by way of a news release. In such event, the warrants will expire on the first day that is 10 calendar days after the date on which the company announced the triggering event.
Immediately prior to this offering, Mr. Orlando held, directly and indirectly, 4.5 million common shares of the company and 4.5 million warrants, representing approximately 2.73 per cent (5.32 per cent on a partially diluted basis) of the then issued and outstanding common shares of the company. Following the transaction, Mr. Orlando now holds, directly and indirectly, 12 million common shares and 12 million warrants, representing approximately 6.72 per cent (12.91 per cent on a partially diluted basis) of the issued and outstanding common shares of the company. The change in ownership resulted from the offering.
Mr. Orlando acquired the units for investment purposes. Mr. Orlando intends to monitor the business and affairs of the company, including its financial performance, and depending upon these factors, market conditions and other factors, additional securities of the company may be acquired as is considered or deemed appropriate. Alternatively, some or all of the securities described herein may be disposed of in compliance with applicable securities regulatory requirements.
Mr. Orlando has filed an early warning report pursuant to National Instrument 62-103F1, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, describing the above transaction with the applicable securities regulatory authorities. A copy of the early warning report is available on SEDAR+ under the profile of the company.
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