Fairchild GOLD Announces Oversubscribed Private Placement Financing with European Investors
Not for distribution to U.S. news wire services or for dissemination in the United States
FAIRCHILD GOLD ANNOUNCES OVERSUBSCRIBED PRIVATE
PLACEMENT FINANCING WITH EUROPEAN INVESTORS
September 16, 2025, Vancouver, British Columbia – Fairchild Gold Corp. (“Fairchild” or the
“Company”) (TSXV: FAIR), is pleased to announce a non-brokered private placement financing
with European investors (the “Offering”). The Offering is oversubscribed and is expected to close
on or about September 18, 2025, subject to customary regulatory approvals.
The Offering will consist of up to 18,000,000 units (the “Units”) at a price of C $0.06 per Unit, for
total gross proceeds of approximately C$1,080,000. Each Unit will consist of one common share in
the capital of the Company (each, a “Share”) and one common share purchase warrant (a
“Warrant”). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.15
per Share for a period of five years from closing of the Offering. The Warrants will include an
acceleration clause stating 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, beginning 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. Notice will be provided to the holders of the Warrants by way of a news release, and in
such case, the Warrants will expire on the first day that is ten (10) calendar days after the date on
which such notice is given.
Insiders of the Company may participate in the Offering. The issuance of securities to insiders will
be considered a "related party transaction" within the meaning of Multilateral Instrument 61 -101
- Protection of Minority Security Holders in Special Transactions ("MI 61 -101"). The Company
intends to rely on the exemption set forth in section 5.5(a) of MI 61 -101 from the formal valuation
requirements of MI 61 -101 and the exemption set forth in section 5.7(1)(a) of MI 61 -101 from
minority shareholder approval requirements of MI 61-101 in respect of such insider participation as
the fair market value of the Upsized Offering, insofar as it involves interested parties, is not expected
exceed 25% of the Company's market capitalization.
The Offering is subject to all necessary regulatory approvals, including the approval of the TSX
Venture Exchange. The securities issued under the Offering will be subject to a hold period under
applicable securities laws in Canada expiring four months and one day from the closing date of the
Offering. No finder's fees will be paid in connection with the Offering.
Proceeds of the Offering will be used to advance the Company’s Nevada gold projects and for general
working capital purposes.
Nikolas Perrault, CFA, Executive Chairman of Fairchild, stated:
“The success of this financing, and the fact that it was oversubscribed so quickly, reflects the strong
recognition by European investors of the exceptional potential of our Nevada projects and the world
class technical and advisory teams we have assembled. This support immediately on the back of our
oversubscribed LIFE financing provides both validation of our strategy and the resources needed to
move swiftly into the next phase of our development. We believe this is just the beginning of a
transformative period for Fairchild, as we build momentum toward unlocking m eaningful value for
our shareholders. We are confident that this financing lays another important piece of our foundation
for anticipated aggressive Company development in the wonderful state of Nevada.”
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.
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 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.