Fairchild Gold arranges $1.24-million private placement

Executive Summary

• Fairchild Gold Corp. has arranged a fully committed, non-brokered private placement financing led by a North American strategic investor.
• The company will raise approximately $1.24 million in gross proceeds to advance its Nevada gold projects and fund general working capital.
• The transaction involves the issuance of units at $0.09 per unit, with specific warrant terms including an acceleration clause tied to share price performance.

Key Details

• Transaction Structure: Non-brokered private placement, fully committed.
• Investor: Majority subscribed by a North American strategic investor.
• Units Issued: Approximately 13.8 million units.
• Price: $0.09 per unit.
• Gross Proceeds: $1,242,000.
• Warrant Terms:
  • Each unit includes one common share purchase warrant.
  • Exercise Price: $0.15 per share.
  • Duration: Five years from closing.
  • 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. Notice must be given, and warrants expire 10 calendar days after the notice date.
• Use of Proceeds: Advancing Nevada gold projects and general working capital.
• Closing Date: Expected February 20, 2026, subject to customary regulatory approvals.
• Regulatory Status: Subject to TSX-V approval and other necessary regulatory approvals.
• Hold Period: Securities subject to a hold period under Canadian securities laws expiring four months and one day from the closing date.
• Fees: No finders' fees will be paid.

Notable Quotes

• "This rapidly executed financing led by a private North American-based strategic investor is a yet another strong vote of confidence in the company's focused value creation strategy and as it prepares for an acceleration of its efforts in Nevada over the next few months." — Nikolas Perrault, CFA, Executive Chairman