Vancouver, British Columbia and Las Vegas, Nevada–(Newsfile Corp. – February 20, 2026) – Fairchild Gold Corp. (TSXV: FAIR) (FSE: Y4Y) (OTCQB: FCHDF) (“Fairchild” or the “Company“) is pleased to announce the closing of its previously announced non-brokered private placement financing for gross proceeds of CAD $1,245,712 (the “Offering“). In connection with the closing of the Offering, the Company issued 13,841,249 units (the “Units“) at a price of $0.09 per Unit
Each Unit consists of one common share (a “Common Share“) in the capital of the Company and one common share purchase warrant (a “Warrant“), with each whole Warrant exercisable to acquire one additional Common Share at an exercise price of $0.15 for a period of sixty (60) months from the date of issuance. The Warrants contain an acceleration clause whereby, 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 five days of the Triggering Event, accelerate the expiry date of the Warrants by notifying the holders of the Warrants by way of a press release. In such event, the Warrants will expire on the first day that is ten calendar days after the date on which the Company announced the Triggering Event.
No finder’s fee was paid in connection with this Offering. The Common Shares and Warrants issued pursuant to the Offering are 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 by the TSX Venture Exchange. The proceeds from the Offering will be used to advance the Company’s gold projects in Nevada and for general working capital purposes.
An insider of the Company subscribed indirectly for a total of 1,200,000 Units pursuant to the Offering. A subscription by an insider of the Company is considered a “related party transaction” of the Company within the meaning of Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 pursuant to Section 5.5(a) of MI 61-101, as the fair market value of the Offering, insofar as it involves the insider, does not exceed 25% of the Company’s market capitalization. In addition, the Company is exempt from the minority shareholder approval requirement under Section 5.6 of MI 61-101 pursuant to Section 5.7(a), as the fair market value of the Offering, insofar as it involves insiders, does not exceed 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before closing the Offering, as the details of the insider participation were not finalized until shortly before closing the Offering and the Company wished to close the Offering on an expedited basis for sound business reasons.
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 press release does not constitute an offer to sell or a 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.
Early Warning Report
Immediately prior to this Offering, Mr. Shahal Khan held, directly and indirectly, 13,000,000 Common Shares of the Company, 7,000,000 Warrants, 2,000,000 stock options, and 1,500,000 RSUs, representing approximately 7.90% (12.49% on a partially diluted basis) of the then issued and outstanding Common Shares of the Company. Following the transaction, Mr. Khan now holds, directly and indirectly, 14,200,000 Common Shares, 8,200,000 Warrants, 2,000,000 stock options, and 1,500,000 RSUs, representing approximately 7.96% (13.62% on a partially diluted basis) of the issued and outstanding Common Shares of the Company. The change in ownership resulted from the Offering. Mr. Khan will review his holdings from time to time and may in the future increase or decrease his ownership or control over securities of the Company.
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Persons wishing to obtain a copy of the early warning report filed by Mr. Shahal Khan in connection with this Offering may obtain a copy of these reports at www.sedarplus.ca or by contacting the person named below.
About Fairchild Gold Corp.
Fairchild Gold Corp. is a publicly traded company engaged in the exploration and development of copper, gold, and silver deposits in mining-friendly regions of North America.
The Company is committed to identifying and developing high-quality mineral deposits in Nevada with significant geological potential. Its strategy focuses on creating long-term shareholder value through disciplined exploration, strategic partnerships, and responsible development practices.
The three properties recently acquired by Fairchild Gold in Nevada include Nevada Titan, Fairchild’s flagship property located in the Goodsprings Mining District in Nevada, an area known for its historical production of high-grade copper, gold, and platinum group elements. More recently, Nevada Titan has also been highlighted for its potential for near-surface antimony and cobalt. This was followed by a letter of intent to acquire the Golden Arrow property in the prolific Walker Lane Shear Zone, which comprises two main resource areas, Gold Coin and Hidden Hill, with a combined measured + indicated and inferred resource base described in an NI 43-101 report by Mine Development Associates.
Finally, Fairchild also holds the Carlin Queen property, an advanced gold-silver project at the intersection of the Carlin and Midas-Hollister gold trends. Fairchild Gold is leveraging the potential of all three properties by capitalizing on Nevada’s exceptional mineral resources.
On behalf of the Board
Nikolas Perrault, CFA
Chairman of the Board
Fairchild Gold Corp.
info@fairchildgold.com;
nikolas@fairchildgold.com
+1 (866) 497-0284
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this press release.
Cautionary Note Regarding Forward-Looking Information
Certain information in this press release constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”). Without limitation, such forward-looking information includes statements regarding the use of proceeds from the Offering, as well as any statements concerning the Company’s business plans, expectations, and objectives. In this press release, words such as “may,” “would,” “could,” “will,” “likely,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” and similar words, as well as their negatives, are used to identify forward-looking information. Forward-looking information should not be construed as guarantees of future performance or results and is not necessarily an accurate indication of whether or when such future performance will be achieved. Forward-looking information is based on information available at the time of publication and/or assumptions made in good faith by management regarding future events and is subject to known or unknown risks, uncertainties, assumptions, and other unforeseeable factors, many of which are beyond the Company’s control. For further information on these and other factors and assumptions underlying the forward-looking information contained in this press release, please refer to the most recent Management’s Discussion and Analysis and financial statements, as well as other documents filed by the Company with Canadian securities regulatory authorities, including the discussion of risk factors contained therein. These documents are available at www.sedarplus.ca under the Company’s profile and on the Company’s website at https://fairchildgold.com/. The forward-looking information contained herein reflects the Company’s expectations as of the date of this press release and may change after that date. The Company disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events, or otherwise, unless required by law.
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