Vancouver, British Columbia – September 18, 2025 / IRW-Press / Fairchild Gold Corp. (TSX-V: FAIR / WKN A3D1D5) (“Fairchild” or the “Company”) is pleased to announce the closing of its previously announced oversubscribed non-brokered private placement financing for gross proceeds of CAD 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 consists of one common share (a “common share”) of the Company and one common share purchase warrant (a “Warrant”), with each whole Warrant entitling the holder to acquire one additional common share at an exercise price of $0.15 for a period of 60 months from the issue date. The Warrants contain an acceleration clause, pursuant to which, 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 any five consecutive trading days at any time twelve months after the closing date of the Offering (the “triggering event”), the Company may accelerate the expiry date of the Warrants by providing notice to the Warrant holders via a news release within five days of the triggering event. In such event, the Warrants will expire on the first day that is 10 calendar days after the date on which the Company announced the triggering event.
The Offering constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as a director indirectly participated in the Offering. Pursuant to MI 61-101, the Company will file a material change report disclosing all “related party transactions” on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca. The Company did not file a material change report more than 21 days before the anticipated closing date of the Offering as the details of the Offering were not finalized until shortly before the closing of the Offering and the Company wished to close the Offering expeditiously for sound business reasons. The Company relies on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101. The Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 pursuant to Sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves all relevant shareholders, does not exceed 25% of the Company’s market capitalization. Furthermore, the Company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 pursuant to Section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves all relevant shareholders, does not exceed 25% of the Company’s market capitalization. The Offering was previously approved by the Company’s Board of Directors, including the independent directors. No special committee was established in connection with the transaction, and no material dissenting opinions were expressed by directors.
No finder’s fee was paid in connection with this Offering. The common shares and Warrants issued under the Offering are subject to a statutory hold period of four months and one day from the issue date, and for certain subscribers, a longer period. The Offering remains subject to final approval of the TSX Venture Exchange. The proceeds from 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 and may not be offered or sold in the United States absent an exemption from registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
About Fairchild Gold Corp.
Fairchild Gold Corp. is a mineral exploration company focused on the acquisition, exploration, and development of high-quality mineral properties in mining-friendly jurisdictions. The Company’s flagship project, Nevada Titan, is located in the historic Goodsprings mining district in the U.S. state of Nevada. In addition, the Company also holds all rights to the Fairchild Lake property, located approximately 250 kilometers northwest of the city of Thunder Bay in the Patricia Mining Division of Ontario. The 2,224-hectare property consists of 108 mining claims.
On behalf of the Board of Directors
Nikolas Perrault, CFA
Executive Chairman
Fairchild Gold Corp.
info@fairchildgold.com;
nikolas@fairchildgold.com
(866) 497-0284
www.fairchildgold.com
Neither 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 or accuracy 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 from the placement and 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, as well as their negative forms, are used to identify forward-looking information. Forward-looking information is not to be construed as guarantees of future performance or results and does not necessarily provide accurate indications of whether or when or by what time such future performance will be achieved. Forward-looking information is based on information available at the time and/or on the good faith belief of the Company’s 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 in this news release, please refer to the Company’s most recent Management’s Discussion and Analysis, as well as the financial statements and other documents filed by the Company with Canadian securities regulatory authorities, and the discussion of risk factors contained therein. These documents are available under the Company’s profile at www.sedarplus.ca 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 news release and may change thereafter. 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, except as required by law.
Not for distribution to U.S. news wire services or for dissemination in the United States.
The original language (typically English) in which the original text is published is the official, authorized, and legally valid version. This translation is provided for convenience. The German version may be abridged or summarized. No responsibility or liability is assumed for the content, correctness, adequacy, or accuracy of this translation. From the translator’s perspective, the message does not constitute a recommendation to buy or sell! Please refer to the English original message on www.sedarplus.ca, www.sec.gov, www.asx.com.au/, or on the company website!
SOURCE: Fairchild Gold Corp.
