Mr. Nikolas Perrault reports

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

Fairchild Gold Corp. closed, on July 29, 2026, its previously announced non-brokered private placement financing for aggregate gross proceeds of $2,241,500 through the issuance of 37,358,334 units at a price of six cents per unit.

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.

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. The offering remains subject to final approval of the TSX Venture Exchange. Proceeds of the offering will be used to complete the closing of the Golden Arrow project acquisition and for general working capital purposes.

Three insiders from the company subscribed, directly and indirectly, for a total of 12 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 for Sprinter LLC

Pursuant to a subscription agreement, Sprinter directly acquired 10 million units for total consideration of $600,000.

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 22 million common shares and 22 million warrants, representing approximately 10.14 per cent of the issued and outstanding common shares on a non-diluted basis and 18.41 per cent on a partially diluted basis. The change in ownership resulted from the offering. The variation in Sprinter's holding is 3.46 per cent and 5.89 per cent on a partially diluted basis.

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.