Fairchild Gold closes $1.24-million private placement

Executive Summary

• Fairchild Gold Corp. has closed a non-brokered private placement raising gross proceeds of $1,245,712.
• The company issued 13,841,249 units at a price of $0.09 per unit, with proceeds designated for advancing Nevada gold projects and general working capital.
• An early warning report indicates that shareholder Shahal Khan’s ownership increased from approximately 7.90% to 7.96% (13.62% on a partially diluted basis) as a result of this offering.

Key Details

• Gross Proceeds: $1,245,712.
• Units Issued: 13,841,249 units.
• Price Per Unit: $0.09.
• Warrant Terms: Each unit includes one common share purchase warrant. Each whole warrant is convertible into one additional common share at an exercise price of $0.15.
• Warrant Expiry: 60 months from the date of issuance.
• Acceleration Clause: If the daily volume-weighted average closing price on the TSX Venture Exchange is at least $0.50 for five consecutive trading days (starting 12 months after closing), the company may accelerate the warrant expiry by giving 10 calendar days' notice.
• Finder’s Fee: None paid.
• Statutory Hold Period: Four months and one day from the date of issuance (or longer for certain subscribers).
• Use of Proceeds: Advancing the company's Nevada gold projects and for general working capital purposes.
• Regulatory Status: Subject to final approval of the TSX Venture Exchange.
• Insider Participation: An insider subscribed indirectly for 1.2 million units.
• Regulatory Exemptions: The company relied on exemptions under MI 61-101 (Sections 5.4, 5.5(a), 5.6, and 5.7(a)) regarding formal valuation and minority shareholder approval requirements because the fair market value of the insider portion was not more than 25% of the company's market capitalization.
• Early Warning Report Details (Shahal Khan):
  • Pre-Transaction Ownership: 13 million common shares, 7 million warrants, 2 million stock options, and 1.5 million RSUs (~7.90% of issued/outstanding shares; 12.49% on a partially diluted basis).
  • Post-Transaction Ownership: 14.2 million common shares, 8.2 million warrants, 2 million stock options, and 1.5 million RSUs (~7.96% of issued/outstanding shares; 13.62% on a partially diluted basis).
  • Reason for Change: Result of the private placement offering.