Fairchild to close $1.08M oversubscribed placement

Executive Summary

• Fairchild Gold Corp. announced an oversubscribed non‑brokered private placement of up to 18 million units at C$0.06 per unit, targeting gross proceeds of approximately $1.08 million.
• Each unit includes one common share and one warrant allowing purchase of an additional share at C$0.15 for five years; warrants contain an acceleration clause tied to a C$0.50 share price trigger.
• Proceeds will be used to advance Nevada gold projects and for general working capital, providing material financing support for the company’s development plans.

Key Details

• Offering Size: Up to 18 million units (each = 1 common share + 1 warrant).
• Price per Unit: C$0.06, yielding ~C$1.08 million gross proceeds.
• Warrant Terms: Right to purchase one additional share at C$0.15; exercisable for five years from closing. Acceleration clause triggers if TSX‑V share price ≥ C$0.50 for five consecutive trading days beginning 12 months post‑closing, allowing the company to shorten expiry to ten calendar days after notice.
• Insider Participation: Insiders may participate; treated as a related‑party transaction under MI 61‑101 with exemptions from formal valuation and minority approval because expected participation ≤ 25 % of market cap.
• Regulatory Conditions: Subject to TSX Venture Exchange approval and other regulatory clearances; securities subject to a hold period of four months plus one day from closing. No finders’ fees will be paid.
• Use of Proceeds: Advance Nevada gold projects (including the Titan project) and general working capital.
• Closing Date: Expected on or about September 18, 2025, pending customary approvals.

Notable Quotes

“The success of this financing… reflects the strong recognition by European investors of the exceptional potential of our Nevada projects… This support provides both validation of our strategy and the resources needed to move swiftly into the next phase of our development.” – Nikolas Perrault, CFA, Executive Chairman, Fairchild Gold Corp.