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Fairchild Gold Corp (2)
Symbol FAIR
Shares Issued 164,606,532
Close 2026-02-18 C$ 0.085
Market Cap C$ 13,991,555
Recent Sedar+ Documents

Fairchild Gold arranges $1.24-million private placement

2026-02-20 01:15 ET - News Release

Mr. Nikolas Perrault reports

FAIRCHILD GOLD ANNOUNCES FULLY COMMITTED PRIVATE PLACEMENT FINANCING WITH A NORTH AMERICAN STRATEGIC INVESTOR

Fairchild Gold Corp. has arranged a non-brokered private placement financing. The fully committed placement, the majority of which is being subscribed to by a North American strategic investor, is expected to close on Feb. 20, 2026, subject to customary regulatory approvals.

The offering will consist of approximately 13.8 million units at a price of nine cents per unit for total gross proceeds of $1,242,000. Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one additional share at a price of 15 cents per share for a period of five years from closing of the offering. The warrants will include an acceleration clause stating 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, beginning 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. Notice will be provided to the holders of the warrants by way of a 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.

The offering is subject to all necessary regulatory approvals, including the approval of the TSX-V. The securities issued under the offering will be subject to a hold period under applicable securities laws in Canada expiring four months and one day from the closing date of the offering. No finders' fees will be paid in connection with the offering. Proceeds of the offering will be used to advance the company's Nevada gold projects and for general working capital purposes.

Nikolas Perrault, CFA, executive chairman of Fairchild, stated, "This rapidly executed financing led by a private North American-based strategic investor is a yet another strong vote of confidence in the company's focused value creation strategy and as it prepares for an acceleration of its efforts in Nevada over the next few months."

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 in Nevada, an area known for historical high-grade copper/gold/platinum group element 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 og 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.

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