FAIRCHILD GOLD ANNOUNCES FULLY COMMITTED PRIVATE PLACEMENT FINANCING WITH A EUROPEAN STRATEGIC INVESTOR

Executive Summary

• Fairchild Gold Corp. announced a fully subscribed, non‑brokered private placement of up to 12,222,222 units at C$0.09 per unit, targeting gross proceeds of approximately C$1.1 million.
• Each unit consists of one common share and one warrant allowing purchase of an additional share at $0.15 for five years; warrants include an acceleration clause tied to a TSX‑V price trigger.
• Proceeds will be used to advance the Company’s Nevada gold projects and for general working capital, providing material financing support for ongoing exploration activities.

Key Details

• Units Offered: Up to 12,222,222 units at C$0.09 per unit.
• Gross Proceeds: Approximately C$1,100,000 (subject to final closing).
• Composition of Each Unit:
• 1 common share of Fairchild Gold Corp.
• 1 common share purchase warrant (right to buy one additional share at $0.15 per share for five years from closing).
• Warrant Acceleration Clause:
• If the daily VWAP of Fairchild’s TSX‑V shares is ≥ $0.50 for five consecutive trading days, beginning 12 months after closing (the “Triggering Event”), the Company may accelerate warrant expiry to ten calendar days after notice.
• Closing Date: Expected on or about October 17, 2025, subject to customary regulatory approvals (TSX‑V and securities law).
• Hold Period: Securities subject to a hold period of four months and one day from closing under Canadian securities laws.
• Use of Proceeds:
• Advance Nevada gold projects (including the Titan Project).
• General working capital purposes.
• Investor Base: Majority subscription by a European Strategic Investor; no finder's fees will be paid.
• Regulatory Conditions: Offering requires approval of TSX Venture Exchange and other applicable regulatory bodies.

Notable Quotes

“This swiftly executed financing led by a seasoned European based Strategic Investor is a strong vote of confidence in the Company’s focused value creation strategy as it accelerates its ongoing efforts in Nevada.” – Nikolas Perrault, CFA, Executive Chairman, Fairchild Gold Corp.