Strategic Investor Sprinter LLC to Increase Position in Fairchild Gold to Become Company's Largest Shareholder

Fairchild Gold Corp. announced the expected closing of the first tranche of a non-brokered private placement, targeting aggregate gross proceeds of up to C$1.8 million. The first tranche will raise approximately C$1.2 million through the issuance of 20,000,000 units at C$0.06 per unit. The offering is led by existing significant investor Sprinter LLC, which is expected to become the company's largest shareholder upon completion. Proceeds are designated to complete the acquisition of the Golden Arrow Project and fund general working capital. Each unit includes one common share and one common share purchase warrant exercisable at C$0.10 per share for 60 months. The transaction involves insider participation, constituting a related-party transaction under MI 61-101, with exemptions from formal valuation and minority shareholder approval. Securities are subject to a statutory hold period of four months and one day.

Fairchild Gold Corp. (FAIR) announced a financing of 20 million units at C$0.06, a direct follow-up to the definitive acquisition agreement for the Golden Arrow Project announced in March 2026 and approved by shareholders in June 2026. The issuance represents significant dilution to existing shareholders, particularly given that the stock has traded at or below this price recently.

The capital is critical for closing the Golden Arrow acquisition and addressing the company's severe liquidity crunch, as cash on hand was only $13,720 as of Q2 2026. While the terms are standard for a pre-revenue explorer in distress, the entry of Sprinter LLC as the largest shareholder aligns management and major capital, though it introduces concentration risk. The market likely priced in this financing given the explicit going concern warning and the timeline for the Golden Arrow closing. The news is expected, incremental, and necessary for corporate survival rather than a transformative event.

Fairchild Gold Corp. is a pre-revenue mineral exploration company focused on copper, gold, and silver assets in Nevada, USA. Its flagship project is Golden Arrow, an advanced-stage gold-silver project located on the Walker Lane Shear Zone in Nye County, Nevada, approximately 40 miles east of Tonopah and 60 miles east of Kinross's Round Mountain mine.

A NI 43-101 compliant report dated February 2026 outlines a resource base of approximately 15.4 million short tons of AuEq across measured, indicated, and inferred categories. At a base case gold price of $3,000/oz, the measured and indicated categories yield approximately 296,000 oz of gold and 4.36 million oz of silver.

The company also holds other assets, including Nevada Titan in Clark County, Nevada, an early-stage porphyry copper system featuring historic surface assays up to 34% Cu and identified magnetic targets. Additionally, the company controls Carlin Queen in Elko County, Nevada, an advanced-stage gold-silver project situated near world-class mines such as Goldstrike and Hollister.

Management is led by Executive Chairman Nikolas Perrault, CFA, and CEO Luis Martins, supported by a technical advisory board that includes industry veterans.