Fairchild Announces Closing of an Additional Tranche of Its Private Placement Offering
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
FAIRCHILD ANNOUNCES CLOSING OF AN ADDITIONAL
TRANCHE OF ITS PRIVATE PLACEMENT OFFERING
Vancouver, British Columbia – November 15, 2024 -- Fairchild Gold Corp. ( “Fairchild” or the
“Company”) (TSXV: FAIR) announces the closing of an additional tranche of its non-brokered
private placement for gross proceeds of $214,500 on November 14, 2024 (the “Offering”).
In connection with the closing of the Offering, the Company issued 3,575,000 units (the “Units”) at a
price of $0.0 6 per Unit with each Unit comprising one common share ( a “Common Share”) in the
capital of the Company and one common share purchase warrant (a “Warrant”), whereby each whole
Warrant shall be convertible into an additional Common Share at an exercise price of $0.15 for a period
of sixty (60) months from the date of issuance. The Warrants include an acceleration clause to the effect
that if the daily volume weighted average closing price of the common shares on the TSX Venture
Exchange is at least $0.50 per Common Share for a period of five (5) consecutive trading days, 12
months after the closing date of the Private Placement (the “ Triggering Event”), the Company may,
within 5 days of the Triggering Event, accelerate the expiry date of the Warrants by giving notice thereof
to the holders of the Warrants, by way of 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 by the Company announcing
the Triggering Event.
Fairchild intends to use the net proceeds of the Offering towards the exploration at the Company’s newly
acquired Copper Chief Project in Nevada, USA as well as general working capital purposes.
The Company anticipates closing additional tranches of the Offering up to a cumulative total inclusive
of the previously closed tranches of $900 ,000. The Company paid a cash commission of $ 1,000 to
Canaccord Genuity Corporation in connection with a subscription from a subscriber introduced to the
Offering by Canaccord Genuity Corporation.
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.
The Offering remains subject to final approval of the TSX Venture Exchange.
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.
About Fairchild Gold Corp.
Fairchild is engaged in the business of acquisition, exploration and development of mineral properties
in Canada and the United States. Its current portfolio consists of the Fairchild Lake Property in Ontario
and the Copper Chief Project in Nevada.
On behalf of the Board of Directors
Luis Martins
Director and Chief Executive Officer
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
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 are 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.sedarplus.ca 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 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.