Fairchild to close $1.08M oversubscribed placement

Mr. Nikolas Perrault reports FAIRCHILD GOLD ANNOUNCES OVERSUBSCRIBED PRIVATE PLACEMENT FINANCING WITH EUROPEAN INVESTORS Fairchild Gold Corp. has arranged a non-brokered private placement financing with European investors. The offering is oversubscribed and is expected to close on or about Sept. 18, 2025, subject to customary regulatory approvals. The offering will consist of up to 18 million units at a price of six cents per unit for total gross proceeds of approximately $1.08-million. Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one additional share at a price of 15 cents per share for a period of five years from the closing of the offering. The warrants will include an acceleration clause, stating that, if the daily volume-weighted average closing price of the common shares on the TSX Venture Exchange is at least 50 cents per common share for a period of five consecutive trading days, beginning 12 months after the closing date of the offering, the company may, within five days of the triggering event, accelerate the expiry date of the warrants. Notice will be provided to the holders of the warrants by way of a news release, and, in such case, the warrants will expire on the first day that is 10 calendar days after the date on which such notice is given. Insiders of the company may participate in the offering. The issuance of securities to insiders will be considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company intends to rely on the exemption set forth in Section 5.5(a) of MI 61-101 from the formal valuation requirements of MI 61-101 and the exemption set forth in Section 5.7(1)(a) of MI 61-101 from minority shareholder approval requirements of MI 61-101 in respect of such insider participation as the fair market value of the upsized offering, insofar as it involves interested parties, is not expected to exceed 25 per cent of the company's market capitalization. The offering is subject to all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The securities issued under the offering will be subject to a hold period under applicable securities laws in Canada expiring four months and one day from the closing date of the offering. No finders' fees will be paid in connection with the offering. Proceeds of the offering will be used to advance the company's Nevada gold projects and for general working capital purposes. Nikolas Perrault, CFA, executive chairman of Fairchild, stated: "The success of this financing, and the fact that it was oversubscribed so quickly, reflects the strong recognition by European investors of the exceptional potential of our Nevada projects and the world-class technical and advisory teams we have assembled. This support immediately on the back of our oversubscribed LIFE financing provides both validation of our strategy and the resources needed to move swiftly into the next phase of our development. We believe this is just the beginning of a transformative period for Fairchild as we build momentum toward unlocking meaningful value for our shareholders. We are confident that this financing lays another important piece of our foundation for anticipated aggressive company development in the wonderful state of Nevada." About Fairchild Gold Corp. Fairchild Gold is a mineral exploration company focused on acquiring, exploring and developing high-quality mineral properties in mining-friendly jurisdictions. The company's flagship Nevada Titan project is in the historic Goodsprings mining district in Nevada, United States. The company is also the 100-per-cent owner of the Fairchild Lake property consisting of 108 mining claims covering an area of 2,224 hectares, located approximately 250 kilometres northwest of the city of Thunder Bay in the Patricia mining division, Ontario. We seek Safe Harbor.