Fairchild Closes Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES
NEWS RELEASE
FAIRCHILD CLOSES PRIVATE PLACEMENT
Vancouver, British Columbia -- January 6, 2023 -- Fairchild Gold Corp. (TSXV: FAIR)
("Fairchild" or the “Company”) is pleased to announce that it has completed the first tranche of
a non-brokered private placement (the "Offering") described in its news release of December 21,
2022. In connection with the closing of the Offering, the Company issued an aggregat e of
4,049,835 units (the "Units") at a price of CDN$0.06 per Unit for gross proceeds of CDN$242,990.
Each Unit consists of one Common share in the capital of the Company (a “ Share”) and one
whole transferable Common share purchase warrant (a “ Warrant”). E ach whole Warrant is
exercisable to acquire one Share at an exercise price of CDN$0.10 per Share until January 6,
2026 which is 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”), in which event the Company may, within 10 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 30 calendar days after the date on which such notice is given by the Company announcing the
Triggering Event.
Insiders of the Company acquired an aggregat e of 883,335 Units in the Offering, which
participation constituted a "related party transaction" as defined under Multilateral Instrument 61-
101 Protection of Minority Security Holders in Special Transactions (“ MI 61 -101”). Such
participation is exempt from the formal valuation and minority shareholder approval requirements
of MI 61- 101 as neither the fair market value of the Units acquired by the insiders, nor the
consideration for the Units paid by such insiders, exceed 25% of the Company's market
capitalization. As required by MI 61 -101, the Company advises that it expects to file a material
change report relating to the Offering less than 21 days before completion of the Offering, which
is necessary to complete the Offering in an expeditious manner and is reasonable in the
circumstances.
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 will pay aggregate finder’s fees of CDN$9,099.30 and 81,655 Share purchase
warrants (the “Finder’s Warrants”) in connection with subscriptions from subscribers introduced
to the Offering by Leede Jones Gable Inc., Research Capital Corporation and Desjardins
Securities Inc. Each Finder’s Warrant is exercisable to acquire one Share in the capital of the
Company at an exercise price of CDN$0.15 per Share until January 6, 2025, which is 24 months
from the date of issuance.
The Offering remains subject to final approval of the TSX Venture Exchange. The Company may
close additional tranches of the Offering up to an additional amount of $357,010.
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.
About Fairchild
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.
Robert Rosner
Director and Chief Financial Officer
Fairchild Gold Corp.
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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws and may not be offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state securities laws or an exemption from
such registration is available.
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”, “bel ieve”,
“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.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 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.