Fairchild GOLD Announces Closing of Private Placement
Not for distribution to U.S. news wire services or for dissemination in the United States
FAIRCHILD GOLD ANNOUNCES CLOSING OF PRIVATE PLACEMENT
September 18, 2025, Vancouver, British Columbia – Fairchild Gold Corp. (“Fairchild” or the
“Company”) (TSXV: FAIR), is pleased to announce the closing of its previously announced and
oversubscribed non-brokered private placement financing for gross proceeds of C$1,080,000 (the
“Offering”). In connection with the closing of the Offering, the Company issued 18,000,000 units
(the “Units”) at a price of $0.06 per Unit.
Each Unit is comprised of 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 Offering (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 cal endar days after the date on which such notice is given by the Company announcing the
Triggering Event.
The Offering constitutes a “related party transaction ” under Multilateral Instrument 61 -
101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as a director,
participated indirectly in the Offering. Pursuant to MI 61 -101, the Company will file a material
change report providing disclosure in relation to each “related party transaction” on SEDAR+ under
the Company's issuer profile at www.sedarplus.ca. The Company did not file the material change
report more than 21 days before the expected closing date of the Offering as the details of the Offering
were not settled until shortly prior to the conclusion of the Offering, and the Company wished to
complete the Offering on an expedited basis for sound business reasons. The Company is relying on
exemptions from the formal valuation and minority shareholder approval requirements available
under MI 61-101. The Company is exempt from the formal valuation requi rement in section 5.4 of
MI 61 -101 in reliance on sections 5.5(a) and (b) of MI 61 -101 as the fair market value of the
transaction, insofar as it involves each of the significant shareholders, is not more than 25% of the
Company's market capitalization. Ad ditionally, the Company is exempt from minority shareholder
approval requirement in section 5.6 of MI 61 -101 in reliance on section 5.7(1)(a) as the fair market
value of the transaction, insofar as it involves each of the significant shareholders, is not m ore than
25% of the Company's market capitalization. The Offering was previously approved by the board of
directors of the Company, including disinterested directors. No special committee was established in
connection with the transaction, and no materiall y contrary view was expressed or made by any
director.
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 or longer for certain subscribers. The Offering remains subject to final approval of the TSX
Venture Exchange. Proceeds of the Offering will be used to advance the Company’s properties in
Nevada and for general working capital purposes.
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 shal l 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 Gold Corp. is a mineral exploration company focused on acquiring, exploring, and
developing high-quality mineral properties in mining-friendly jurisdictions. The Company's flagship
Nevada Titan Project is in the historic Goodsprings mining distri ct in Nevada, USA. The Company
is also the 100% owner of the Fairchild Lake Property consisting of 108 mining claims covering an
area of 2,224 hectares, located approximately 250 kilomet ers northwest of the city of Thunder Bay
in the Patricia Mining Division, Ontario.
On behalf of the Board of Directors
Nikolas Perrault, CFA
Executive Chairman
Fairchild Gold Corp.
[email protected]; [email protected]
(866) 497-0284
www.fairchildgold.com
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 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.