Fairchild Announces an Increase IN the Size of Its Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
FAIRCHILD ANNOUNCES AN INCREASE IN THE SIZE OF ITS
PRIVATE PLACEMENT
Vancouver, British Columbia -- January 23, 2023 -- Fairchild Gold Corp. (" Fairchild" or the
“Company”) (TSX Venture Exchange: FAIR) is pleased to announce its intention to increase the size of
its non-brokered private placement previously announced on December 21, 2022.
The originally announced non-brokered private placement (the "Offering") was comprised of 10,000,000
units (the " Units") at a price of CDN$0.06 per Unit for gross proceeds of up to CDN$600,000. Each
Unit will consist of one Common share in the capital of the Company (a “ Share”) and one whole
transferable Common share purchase warrant (a “ Warrant”). Each whole Warrant will be exercisable
to acquire one Share at an exercise price of CDN$0.10 per Share for a period of 36 months from the
date of issuance, subject to the following acceleration right. If, at any time after the date that is 4 months
and one day after the date of issuance of the Warrant, the average volume weighted trading price of the
Company’s Common shares on the TSX Venture Exchange (or such other stock exchange on which the
Common shares may be traded from time to time) is at or above CDN$0.50 per share for a period of 5
consecutive trading days (the “Triggering Event”), the Company may at any time , after the Triggering
Event, accelerate the expiry date of the Warrants by giving ten calendar days notice to the holders of the
Warrants, by way of news release, and in such case the Warrants will exp ire on the first day that is 30
calendar days after the date on which such notice is given by the Company announcing the Triggering
Event.
Due to an increased interest by investors to participate in this Offering, the Company has decided to
increase the size of the Offering to offer up to 12,500,000 Units, an increase of 2,500,000 Units.
Certain insiders of the Company may acquire Units in the Offering. Any participation by insiders in the
Private Placement would constitute a "related party transaction" as defined under Multilateral Instrument
61-101 Protection of Minority Security Holders in Special Transactions (“ MI 61-101”). However, the
Company expects such participation would be exempt from the formal valuation and minority
shareholder approval requirements of MI 61-101 as the fair market value of the Units subscribed for by
the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the
Company's market capitalization.
Fairchild intends to use the net proceeds of the Offering for project expenditures on its Fairchild Lake
Property located approximately 250 km northwest of the City of Thunder Bay, in Northwestern Ontario,
as well as general working capital purposes.
The Company may pay finder’s fees on a portion of the Offering, subject to compliance with the policies
of the TSX Venture Exchange and applicable securities legislation.
The Company has closed a first tranche on January 6, 2023. Final closing of the Offering is subject to
approval of the TSX Venture Exchange.
The securities issued under the Offering, and any Shares that may be issuable on exercise of any such
securities, will be subject to a statutory hold period expiring four months and one day from the date of
issuance of such securities.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an applicable exemption from the
registration requirements. This news release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or
sale would be unlawful.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
About Fairchild Gold Corp.
Fairchild is engaged in the business of mineral exploration and the acquisition of mineral property assets
in Canada. Its objective is to locate and develop economic precious and base – 2 – LC301738-1 metal
properties of merit and to conduct its exploration program on the Fairchild Lake Property. The Fairchild
Lake Property consists of 25 single cell and multi cell claims (108 cells) covering an area of 2,224
hectares, located approximately 250 kilometers northwest of the city of Thunder Bay in the Patricia
Mining Division, Ontario.
On behalf of the Board of Directors
Robert Rosner
Director and Chief Financial Officer
Fairchild Gold Corp.
(866) 497-0284
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this news release.
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this news release constitutes “forward-looking information” or
“forward-looking statements” (collectively, “forward - looking information”) . Without limiting the
foregoing, such forward-looking information includes statements regarding the process and completion
of the Offering, the use of proceeds of the Offering and any statements regarding the Company’s
business plans, expectations and objectives. In this news release, words such as “may”, “would”,
“could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar
words and the negative form thereof are used to identify forward-looking information. Forward-looking
information should not be read as guarantees of future performance or results, and will not necessarily
be accurate indications of whether, or the times at or by which, such future performance will be
achieved. Forward-looking information is based on information available at the time and/or the
Company management’s good faith belief with respect to future events and is subject to known or
unknown risks, uncertainties, assumptions and other unpredictable factors, many of which a re beyond
the Company’s control. For additional information with respect to these and other factors and
assumptions underlying the forward-looking information made in this news release, see the Company’s
most recent Management’s Discussion and Analysis and financial statements and other documents filed
by the Company with the Canadian securities commissions and the discussion of risk factors set out
therein. Such documents are available at www.sedar.com under the Company’s profile and on the
Company’s website, https://fairchildgold.com/. The forward -looking information set forth herein
reflects the Company’s expectations as at the date of this news release and is subject to change after
such date. The Company disclaims any News Release Announcing Offering intention or obligation to
update or revise any forward-looking information, whether as a result of new information, future events
or otherwise, other than as required by law.