FAIRCHILD GOLD ANNOUNCES CLOSING OF PRIVATE PLACEMENT FINANCING

Executive Summary

• Fairchild Gold Corp. closed its previously announced non‑brokered private placement, raising gross proceeds of C$1,100,047.93.
• The offering consisted of 12,222,777 units priced at $0.09 each; each unit includes one common share and one warrant exercisable at $0.15 for up to 60 months.
• Proceeds will be used to advance the company’s Nevada gold projects and for general working‑capital purposes.

Key Details

• Units Issued: 12,222,777 units (each unit = 1 common share + 1 warrant).
• Pricing: $0.09 per unit; total gross proceeds of C$1,100,047.93.
• Warrant Terms:
• Exercise price = $0.15 per share.
• Expiration = 60 months from issuance.
• Acceleration clause: if TSX‑V average closing price ≥ $0.50 for five consecutive trading days, 12 months after closing, the company may accelerate expiry to 10 calendar days after notice.
• Statutory Hold Period: Shares and warrants subject to a hold period of four months + one day (or longer for certain subscribers).
• No Finder’s Fee: The offering was completed without any finder’s fee paid.
• Regulatory Condition: Closing remains subject to final approval by the TSX Venture Exchange.
• Use of Proceeds:
• Advancement of Nevada gold projects (including the Titan Project).
• General working‑capital needs.
• Securities Registration: Units not registered under U.S. securities laws; cannot be offered or sold in the United States absent exemption or registration.

Notable Quotes

(No executive quotes were included in the release.)