Fairchild closes $2.24-million private placement

Fairchild Gold Corp. (FAIR) has closed a non-brokered private placement, raising $2,241,500 in gross proceeds. The company issued 37,358,334 units at $0.06 per unit, with each unit including one common share purchase warrant. These warrants are exercisable at $0.10 per share for 60 months from issuance.

The proceeds are designated to finalize the acquisition of the Golden Arrow project and fund general working capital. Significant insider participation occurred, with three insiders subscribing for 12 million units. Additionally, Sprinter LLC acquired 10 million units for $600,000, triggering an early warning report. Post-closing ownership stands at approximately 10.14% non-diluted and approximately 18.41% partially diluted.

The transaction relied on National Instrument 61-101 exemptions for insider participation and carries a statutory hold period of four months and one day. No finder's fees were paid. TSX Venture Exchange approval remains pending.

Fairchild Gold Corp. (FAIR) is raising capital through the issuance of 37.36 million new shares at $0.06, a move that represents approximately 20.8% dilution of current shares outstanding. The $0.06 price point aligns with the lower end of recent trading ranges between $0.04 and $0.06, indicating the company is raising funds at depressed valuations to secure liquidity. This financing serves as an operational lifeline given the company’s reported cash balance of just $13,720 as of April 2026 and an explicit going concern warning. While the transaction enables the closing of the Golden Arrow acquisition, it does not alter the fundamental risk profile or constitute a material positive catalyst for valuation expansion. The market impact is limited to stabilizing the balance sheet temporarily, representing an expected, incremental follow-up to previously announced upsized offerings.

Fairchild Gold Corp. (FAIR) is a Nevada-focused exploration company building a portfolio of advanced-stage gold and copper assets. Its flagship Nevada Titan project, located in the Goodsprings Mining District, is in the early stages of exploration targeting porphyry Cu-Au and skarn systems. Recent surface sampling reported up to 34% Cu, and drone magnetic surveys identified eight priority targets.

The company is also advancing the Golden Arrow Project, an advanced-stage Au-Ag asset in Nye County, Nevada. Historical NI 43-101 resource estimates for the property stand at approximately 296,500 oz Au and 4.36M oz Ag. Fairchild Gold is currently advancing a preliminary economic assessment (PEA) with a focus on metallurgy and bulk sampling to resolve historical grade discrepancies.

Additionally, the company holds the Carlin Queen Project, an advanced-stage Au-Ag property near world-class mines including Goldstrike and Hollister. The asset is positioned at the intersection of the Carlin and Midas-Hollister trends.