Fairchild Gold closes $1.99-million private placement

Executive Summary

• Fairchild Gold Corp. closed the final tranche of its non‑brokered listed issuer financing exemption private placement, issuing 13,189,998 units at C$0.06 per unit for gross proceeds of $791,400, bringing total raised to $1,994,400.
• Net proceeds are earmarked for project expenditures on the Nevada Titan project and general working capital over the next 12 months.
• Early warning filing disclosed that insider Shahal Khan’s ownership percentage decreased slightly post‑offering to ~9.7% of outstanding common shares (12.95% on a partially diluted basis).

Key Details

• Offering Structure: 13,189,998 units; each unit = 1 common share + ½ common share purchase warrant.
• Pricing & Proceeds: C$0.06 per unit; gross proceeds of $791,400 for this tranche; aggregate gross proceeds to date $1,994,400 (including $1,203,000 from the first tranche closed Aug 27 2025).
• Warrant Terms: Each warrant allows purchase of one common share at C$0.10 any time up to three years after the closing date.
• Regulatory Exemption: Units sold under the listed issuer financing exemption (NI 45‑106, Coordinated Blanket Order 45‑935). No hold period; no finder's fee paid. Offering subject to final acceptance by TSX Venture Exchange.
• Use of Proceeds: Net proceeds to fund Nevada Titan project expenditures and general working capital for the next 12 months.
• Insider Participation: Insiders subscribed for ~1.05 million units (related‑party transaction). Exempt from valuation and minority‑shareholder approval requirements under MI 61‑101 because fair market value ≤25% of market cap. No material change report filed >21 days prior due to timing of insider participation details.
• Early Warning – Pre‑Offering Ownership: Shahal Khan held 13 million common shares + 7 million warrants (~10.73% of issued shares, 15.60% on a partially diluted basis).
• Early Warning – Post‑Offering Ownership: Same number of shares/warrants now represent ~9.67% of issued shares (12.95% partially diluted).
• Rights Reserved: Mr./Ms. Khan may acquire or dispose of additional securities at any time, subject to market conditions and company prospects.

Notable Quotes

(No direct quotes were provided in the release.)