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FAIR.V ·

Fairchild GOLD Announces Non-Brokered Private Placement FOR up to C$1.2 Million

Financings

Not for distribution to U.S. news wire services or for dissemination in the United States

FAIRCHILD GOLD ANNOUNCES NON-BROKERED PRIVATE PLACEMENT

FOR UP TO C$1.2 MILLION

August 13, 2025, Vancouver, British Columbia – Fairchild Gold Corp. (“Fairchild ” or the

“Company”) (TSXV: FAIR), is pleased to announce th at it will complete a non-brokered private

placement (the “ Offering”) for gross proceeds of up to C$1,200,000 from the sale of up to

20,000,000 units of the Company (each, a “Unit”) at a price of C$0.06 per Unit.

Each Unit will consist of one common share of the Company (each, a “Common Share”) and one-

half warrant. Each whole warrant (a “Warrant”) shall entitle the holder to purchase one Common

Share of the Company at a price of C$0.10 at any time on or before that date which is 3 years after

the closing date of the Offering.

Subject to compliance with appl icable regulatory requirements and in accordance with National

Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Units will be offered for sale to

purchasers in each of the provinces and territori es of Canada, except Quebec, and/or other

qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of National

Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 –

Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the

“Listed Issuer Financing Exemption”).

The Offering is scheduled to close in one or more tranches on or about August 25, 2025, and is subject

to certain conditions including, but not limited to, the receipt of all necessary approvals including

the approval of the TSX Venture Exchange. The Co mpany expects to use the net proceeds of the

Offering over the coming 12 mont hs for project expenditures at the Company’s Copper Chief

Project in Nevada, USA as well as general working capital purposes.

An offering document will be accessible under the Company’s profile at www.sedarplus.ca and on

the Company’s website at https://www.fairchildgold.com/. Prospective investors should read the

offering document before making an investment deci sion. None of the securities to be sold under

the Offering have been registered under the United States Securities Act of 1933, as amended.

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 district in Nevada, USA. The Company

is also the 100% owner of the Fa irchild Lake Property consisting of 108 mining claims 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

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-looki ng information includes statemen ts regarding the process and

completion of the Offering, the us e of proceeds of the Offering a nd 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 id entify forward-looking information.

Forward-looking information should not be read as guarantees of future performance or results, and

will not necessarily be accurate in dications of whether, or the t imes 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, assumpti ons 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 Discu ssion and Analysis and financial statements and

other documents filed by the Company with the Canadian securities commissions and the discussion

of risk factors set ou t 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 reflect s 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.