Fairchild Gold to Hold Special Meeting of Shareholders to Approve the Golden Arrow Transaction

• Event: Fairchild Gold Corp. announced it has received clearance to proceed with seeking shareholder approval for the acquisition of the Golden Arrow Property from Emergent Metals Corp.
• Meeting Details: A special meeting of shareholders is scheduled for June 9, 2026, at 8:00 a.m. (Vancouver time).
• Record Date: Shareholders of record as of May 1, 2026, are eligible to vote.
• Closing Expectation: Transaction closing is expected in June 2026, subject to shareholder and regulatory approvals.
• Context: This follows the definitive asset purchase agreement signed March 23, 2026, and detailed terms disclosed March 31, 2026.
• Regulatory Context: Shareholder approval is required per TSX Venture Exchange policies because consideration exceeds Emergent's expenditures on the property.

• Execution of Previously Announced Deal: The news confirms procedural progress on a transaction already disclosed in March 2026 (NewsId 102314). It does not introduce new asset value or unexpected upside, but removes regulatory uncertainty regarding shareholder consent.
• Risk Mitigation: Receiving clearance to proceed reduces the risk of the deal stalling at the TSXV level, which was a potential concern given the "Fundamental Acquisition" classification.
• Capital Structure Impact: The acquisition terms remain unchanged from March disclosures: issuance of 12.5M shares and a US$3.5M senior secured note with step-up provisions. This confirms existing dilution and debt risk profiles are intact.
• Market Expectation: Given the detailed terms were public in late March, this announcement is largely priced in by the market. It serves as a confirmation of timeline rather than a catalyst for significant re-rating.

• Strategy: Nevada-focused exploration targeting multi-metal (copper, gold, silver) porphyry and epithermal systems.
• Flagship Project: Golden Arrow Property (Walker Lane Shear Zone).
  • Resource: NI 43-101 compliant resource of ~15.4M oz AuEq base case at $3,000/oz Au price.
  • Status: Advanced-stage; awaiting shareholder approval for acquisition from Emergent Metals.
• Secondary Projects:
  • Nevada Titan: Copper-gold-silver exploration with high-grade surface assays (up to 34% Cu).
  • Carlin Queen: Drill-ready gold-silver property acquired in October 2025, located near Goldstrike mine complex.