Vancouver, British Columbia and Las Vegas, Nevada–(Newsfile Corp. – March 31, 2026) – Fairchild Gold Corp. (TSXV: FAIR) (FSE: Y4Y) (OTCQB: FCHDF) (“Fairchild” or the “Company”) wishes to provide further details regarding the previously announced acquisition of 100% interest in the Golden Arrow property (the “Property”) on arm’s length terms (collectively, the “Transaction”) on September 29, 2025, and March 24, 2026. The Property consists of 17 patented and 494 unpatented claims.
Senior Secured Debenture
Upon approval of the Transaction by the TSX Venture Exchange (the “Exchange”), Fairchild will issue a senior secured debenture with a principal amount of US$3,500,000 (the “Debenture”) in favor of Emergent Metals Corp. (“Emergent”), which includes the following provisions:
- Term: Five (5) years from the date of the definitive agreement, i.e., March 23, 2031 (the “Maturity Date”);
- Interest Rate: 8.5% p.a., payable semi-annually in arrears in cash;
- Security: The Debenture is secured by a first-priority security interest in the Property and all related assets acquired by Fairchild under the Transaction (the “Security”);
Early Repayment Bonus: In the event that Fairchild (a) repays at least US$500,000 of the principal amount of the Debenture immediately following the closing of a financing by Fairchild with gross proceeds of at least US$3,000,000, and (b) repays at least an additional US$2,500,000 of the principal amount of the Debenture together with all accrued but unpaid interest thereon within a period of six (6) months following the closing date of the definitive agreement, Emergent will waive the remaining US$500,000 of the principal amount;
- Capital Increase: The principal amount of the Debenture will automatically increase to US$4,000,000 if the Debenture is not repaid until after the third anniversary of the definitive agreement; and to US$5,000,000 if the Debenture is not repaid until after the fourth anniversary of the definitive agreement;
- No interest will accrue on the increased amount for the period prior to the effective date of such increase; interest will only accrue on any outstanding remaining balances; and
- Until the principal amount of the Debenture and all accrued but unpaid interest thereon are fully repaid or collected, Emergent holds a registered security interest in the Property.
Royalty
Fairchild will also grant Emergent a 0.5% net smelter return royalty (the “Royalty”) on the Property. Fairchild has the option to acquire the Royalty by paying US$1,000,000 to Emergent before the fourth anniversary of the definitive agreement. Fairchild has the option to acquire the Royalty by paying US$1,500,000 to Emergent, provided this option is exercised between the fourth and seventh anniversary of the definitive agreement. The buy-back rights expire after the seventh anniversary of the definitive agreement.
Existing Obligations
In addition, Fairchild assumes the following payment obligations:
- a minimum royalty of $8,333.33 per year and a 1% net smelter return royalty on six (6) of the unpatented lode claims comprising the Property;
- a minimum royalty of $25,000 per year and a 3% net smelter return royalty on 185 of the unpatented lode mining claims included in the Property; and
- a 1% net smelter return royalty on all 17 patented lode mining claims comprising the Property.
The Company’s next step is to obtain disinterested shareholder approval in the form of a written consent from holders of more than 50 percent of the Company’s issued and outstanding common shares, as required by the TSX Venture Exchange. This requirement is triggered because the consideration for the Transaction exceeds the expenditures made by Emergent for the Property, although the latter represents only a fraction of the historical expenditures for the Property to date. The Company will announce further details of the Transaction in due course in one or more press releases.
On Behalf of the Board of Directors
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 or accuracy of this press release.
Cautionary Note Regarding Forward-Looking Information
Certain information contained in this press 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 Company’s business plans, expectations, and objectives, including the closing of the Transaction and the receipt of all necessary approvals. In this press release, terms such as “may,” “would,” “could,” “will,” “likely,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” and similar terms, as well as their negatives, are used to identify forward-looking information. Forward-looking information is not to 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 and/or management’s good faith belief regarding 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 further information on these and other factors and assumptions underlying the forward-looking information contained in this press release, please refer to the Company’s most recent management’s discussion and analysis and annual financial statements, as well as 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 press release and may change after that 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, except as required by law.
