Mr. Nikolas Perrault reports
FAIRCHILD GOLD ANNOUNCES UPSIZING OF ITS PRIVATE PLACEMENT
Fairchild Gold Corp. has upsized its previously announced non-brokered private placement. The company intends to raise up to an additional $400,000 through the issuance of up to 6,666,666 units at a price of six cents per unit for aggregate gross proceeds of up to $2.2-million to meet increased demands.
Each unit is composed of 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.
Closing of the offering is subject to certain conditions, including, but not limited to, the receipt of applicable regulatory approvals, including the approval of the TSX Venture Exchange. No finder's fee was paid in this offering. All securities issued under the offering are subject to a hold period expiring four months and one day from the closing date. Fairchild intends to use the net proceeds of the offering to complete the closing of the Golden Arrow project acquisition and for general working capital purposes.
Certain insiders of the company may acquire units. Such participation will each be considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the offering due to the fair market value of the related-party participation being below 25 per cent of the company's market capitalization for purposes of MI 61-101. The company will file a material change report in respect of the offering. However, the material change report will be filed fewer than 21 days prior to the closing of the offering, which is consistent with market practice and the company deems reasonable in the circumstances.
About Fairchild Gold Corp.
Fairchild Gold 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.
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