FAIRCHILD TO ACQUIRE 100% OF ADVANCED STAGE GOLDEN ARROW PROJECT FURTHER EXPANDING ITS FOOTPRINT ON THE WALKER LANE SHEAR ZONE REGION OF NEVADA

Executive Summary

• Fairchild Gold Corp. entered into a Memorandum of Understanding to acquire 100% of the Golden Arrow gold‑silver project from Emergent Metals Corp.
• Consideration includes cash payments, issuance of 12.5 M common shares, a senior secured note, a 0.5% NSR royalty and optional buy‑back provisions.
• The Golden Arrow property contains a NI 43‑101 measured & indicated resource of ~296,500 oz Au and 4,008,000 oz Ag plus inferred resources, with significant exploration upside.

Key Details

• Transaction Structure – MOU signed September 26 2025; definitive agreements to be executed within 30 days.
• Cash Payments – US$250,000 payable at signing (non‑refundable) and US$350,000 upon TSX Venture Exchange approval.
• Equity Component – Issuance of 12.5 million Fairchild common shares to Emergent, subject to regulatory and exchange approvals.
• Senior Secured Note – Non‑convertible note, face value US$3.5 M, 8.5% interest payable semi‑annually, 5‑year maturity, repayable at Fairchild’s discretion.
• If not repaid by end of Year 3: principal increases to US$4.0 M (redeemed between Years 3–4).
• If redeemed between Years 4–5: principal increases to US$5.0 M.
• Secured solely by the Golden Arrow Project assets.
• NSR Royalty – 0.5% net smelter return royalty granted to Emergent.
• Buy‑back Option – Fairchild may repurchase the interest for US$1.0 M before the 4th anniversary of the definitive agreement, or US$1.5 M between Years 4–7; rights expire after Year 7.
• Standstill/Exclusivity – Emergent prohibited from negotiating with other parties during the stand‑still period; non‑refundable $250k payment ties to this exclusivity.

Golden Arrow Project Highlights

• Location: ~40 mi east of Tonopah, NV; within Walker Lane Shear Zone near Round Mountain mine.
• Measured + Indicated Resource: 12.172 M t @ 0.024 oz/t Au and 0.33 oz/t Ag → 296,500 oz Au & 4,008,000 oz Ag.
• Inferred Resource: 3.79 M t @ 0.013 oz/t Au and 0.33 oz/t Ag → 50,400 oz Au & 1,249,000 oz Ag.
• Technical Review: Resource model prepared by Mine Development Associates (effective Aug 28 2018) based on 361 drill holes (201,010 ft). QP notes resources are historical and not current to market conditions; further work required for upgrade.
• Exploration Upside: Multiple untested target areas, step‑out opportunities, and permitted drilling envelope of ~240,000 ft under existing BLM Plan of Operations.

Management Appointments

• Guy Lauzier appointed Technical Director for the Golden Arrow Project on Fairchild’s Technical Advisory Board; extensive senior mining engineering experience with Barrick, Newmont, Agnico Eagle, Teck.

Notable Quotes

“By securing 100% ownership of the Golden Arrow Project, Fairchild is taking a decisive strategic step toward building a world‑class Nevada‑focused portfolio… Our strategy is to aggressively advance this project and unlock substantial value for our shareholders.” – Nikolas Perrault, CFA, Executive Chairman, Fairchild Gold Corp.

Materiality Assessment: Material – Positive (significant acquisition with cash, equity, debt components and a sizable resource base).