Fairchild Gold signs MOU to acquire Golden Arrow

Mr. Nikolas Perrault reports FAIRCHILD TO ACQUIRE 100% OF ADVANCED STAGE GOLDEN ARROW PROJECT FURTHER EXPANDING ITS FOOTPRINT ON THE WALKER LANE SHEAR ZONE REGION OF NEVADA Fairchild Gold Corp. has entered into a memorandum of understanding (MOU) dated Sept. 26, 2025, with Emergent Metals Corp., an arm's-length party, to acquire a 100-per-cent interest in the Golden Arrow project, a well-advanced, past-producing gold and silver property strategically located along the Walker Lane shear zone in Nevada. Golden Arrow project: National Instrument 43-101 resource highlights and upside Golden Arrow is an advanced-stage gold-silver project located approximately 40 miles east of Tonopah, Nev., and about 60 miles east of the large Round Mountain gold mine operated by Kinross Gold Corp. Round Mountain has produced over 15 million ounces of gold to date, underscoring the notable fertility of this region of the Walker Lane shear zone (see news release dated Nov. 21, 2018, by Kinross Gold Corp.). The Golden Arrow property encompasses two principal resource areas, Gold Coin and Hidden Hill, with a combined measured plus indicated and inferred resource base. Key historic resource metrics include: Measured plus indicated: 12,172,000 tons averaging 0.024 ounce per ton (oz/t) gold (Au) and 0.33 oz/ton silver (Ag), yielding 296,500 ounces (oz) Au and 4,008,000 oz Ag; Inferred: 3.79 million tons averaging 0.013 oz/t Au and 0.33 oz/t Ag, for 50,400 oz Au and 1,249,000 oz Ag; Resource model prepared by Mine Development Associates (MDA) (effective Aug. 28, 2018), supported by over 361 drill holes totalling 201,010 feet (RC (reverse circulation) and core). The QP (qualified person) (as defined herein) has examined and interpreted the historical data and states that these historical estimates were attained through the analysis of the data over multiple decades by several established large mining companies, and were compiled and reinterpreted on a modern basis by MDA, and thus are believed by the QP to be of good quality, scope, relevance and reliability. Additional work is required by the company to upgrade the resource for peripheral extensions adjacent to the Gold Coin and Hidden Hill interpreted resource bodies. Additional modern geological mapping, sampling and geophysical analyses should be conducted by the company in the southern and western parts of the property area to search for new gold-mineralized rock bodies, in the search for expansions to the historical resources. The QP has not done sufficient work to make the resource current to market conditions and increased metal prices, and the company is not treating the estimate as current. The Golden Arrow project lies within a volcanic field on the western margin of the Kawich caldera, exhibiting epithermal-style gold-silver mineralization with structural controls favourable for both bulk disseminated gold-silver mineralization and higher-grade vein systems. In addition to the established resource base, Golden Arrow hosts multiple untested large target areas and stepout opportunities, providing significant exploration upside for further gold and silver discoveries. Golden Arrow also benefits from established permitting infrastructure, including a previously approved U.S. Bureau of Land Management Plan of Operations and Environmental Assessment (EA), allowing up to approximately 240,000 feet of drilling, enabling rapid advancement. Appointment of Guy Lauzier The company is also pleased to announce the expansion of its technical advisory board with the appointment of Mr. Lauzier, who will act as technical director for the Golden Arrow project. Mr. Lauzier is a seasoned mining engineer and consultant with decades of experience advancing major gold and base metal projects worldwide. Over his career, he has held senior technical and leadership roles with leading mining companies, including Barrick Gold, Newmont, Agnico Eagle and Teck Resources, where he contributed to mine development, feasibility studies and large-scale operations. Known for his ability to bridge engineering excellence with practical execution, Mr. Lauzier has successfully guided projects from early-stage exploration through to production. Today, he continues to advise companies and investors on project evaluation, optimization and long-term value creation. Transaction highlights: Agreement signed: Fairchild entered into an MOU dated Sept. 26, 2025, with Emergent Metals to acquire a 100-per-cent interest in the Golden Arrow project. This MOU outlines the key terms of the transaction, with the parties agreeing to negotiate and execute a definitive purchase agreement and related agreements within 30 days; Consideration: purchase price to be satisfied through a combination of: Cash payments: $250,000 (U.S.) payable upon signing of the MOU (paid, non-refundable); $350,000 (U.S.) payable upon receipt of approval from the TSX Venture Exchange; Issuance of common shares: 12.5 million common shares of Fairchild to be issued to Emergent Metals upon regulatory and exchange approval of the transaction; Issuance of a senior secured note (subject to exchange approval): Non-convertible note with a face value of $3.5-million (U.S.); Carries an interest rate of 8.5 per cent, payable semi-annually; Maturity date of five years from the date of the definitive agreement; Repayable at Fairchild's discretion at any time; If not repaid by the end of year 3: principal increases to $4.0-million (U.S.) if redeemed between the third and fourth year of the definitive agreement; Principal increases to $5.0-million (U.S.) if redeemed between the fourth and fifth year of the definitive agreement; The note is secured solely by the Golden Arrow project and not by any other assets of Fairchild; Granting of a net smelter return (NSR) royalty: 0.5-per-cent NSR royalty granted to Emergent Metals; Buyback option: Buyback for $1.0-million (U.S.) if exercised prior to the fourth anniversary of the definitive agreement; Buyback for $1.5-million (U.S.) if exercised between the fourth and seventh anniversary of the definitive agreement; Buyback rights expire after the seventh anniversary of the definitive agreement; Standstill/exclusivity: Under the terms of the MOU, Emergent Metals shall not engage in discussions, negotiations or solicitations with any other parties regarding the Golden Arrow project during the standstill period. The non-refundable $250,000 (U.S.) payment made by Fairchild at signing is directly tied to this exclusivity commitment. Nikolas Perrault, CFA, executive chairman of Fairchild Gold, commented: "By securing 100-per-cent ownership of the Golden Arrow project, Fairchild is taking a decisive strategic step toward building a world-class Nevada-focused portfolio. Golden Arrow combines a meaningful NI 43-101 resource, strong exploration upside and a proven district location alongside world-class mines like Round Mountain. Our strategy is to aggressively advance this project and unlock substantial value for our shareholders while contributing to Nevada's proud mining tradition." QP statement All scientific and technical information disclosed in this new release were reviewed and approved by Richard R. Redfern, MS, CPG No. 10717, who is the qualified person, as defined by National Instrument 43-101, and independent consulting geologist for Fairchild, who reviewed the geological information available from private and public sources related to the property, and is responsible for and has approved the technical contents of this news release. About Fairchild Gold Corp. Fairchild Gold is a mineral exploration company focused on acquiring, exploring and developing high-quality mineral properties in mining-friendly jurisdictions. The company's flagship Nevada Titan project is in the historic Goodsprings mining district in Nevada. The company is also the 100-per-cent owner of the Fairchild Lake property, consisting of 108 mining claims covering an area of 2,224 hectares, located approximately 250 kilometres northwest of the city of Thunder Bay in the Patricia mining division, Ontario. We seek Safe Harbor.