Fairchild closes $1.2M first tranche of placement

Mr. Nikolas Perrault reports FAIRCHILD GOLD ANNOUNCES CLOSING OF TRANCHE ONE OF LIFE OFFERING AND EARLY WARNING REPORT Further to the news releases dated Aug. 13, 2025, and Aug. 22, 2025, Fairchild Gold Corp. has closed the first tranche of the non-brokered listed issuer financing exemption private placement of 20.05 million units, of the maximum offering, 24 million units, at a price of six cents per unit, for gross proceeds of $1,203,000, of the max offering, $1.44-million. The company anticipates closing of final tranche by Sept. 8, 2025. Each unit consists of one common share of the company and one common share purchase warrant. Each warrant shall entitle the holder to purchase one common share of the company at a price of 10 cents at any time on or before that date which is three years after the closing date of the offering. The units were sold to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions) as modified by co-ordinated blanket order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption) of the Canadian Securities Administrators. The company intends to use the net proceeds of the offering over the coming 12 months for project expenditures at the company's Copper Chief project in Nevada, United States, as well as general working capital purposes. The units issued and sold under the offering in reliance on the LIFE exemption are not subject to a hold period pursuant to applicable Canadian securities laws. No finder's fee was paid in this offering. The offering remains subject to the final acceptance of the TSX Venture Exchange. An insider from the company subscribed indirectly for a total of 4,666,666 units under the offering. A subscription by an insider of the company is considered to be related-party transaction of the company within the meaning of exchange Policy 5.9 (Protection of Minority Security Holders in Special Transactions) and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the offering, insofar as it involves interested parties, is not more than 25 per cent of the company's market capitalization. Additionally, the company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(a) as the fair market value of the offering, insofar as it involves interested parties, is not more than 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the closing of the offering because the details of the insider participation were not finalized until closer to closing of the offering and the company wished to close the offering as soon as practicable for sound business reasons. Early warning report Immediately prior to this offering, Shahal Khan owned, directly and indirectly, and had control and direction over one million common shares of the company and one million warrants, representing approximately 0.99 per cent (1.96 per cent on a partially diluted basis) of the then issued and outstanding common shares of the company. Following the transaction, Mr. Khan became an insider, and beneficially owns, directly and indirectly, and has control and direction over 13 million common shares and seven million warrants, representing approximately 10.73 per cent (15.60 per cent on a partially diluted basis) of the issued and outstanding common shares of the company. The change in ownership arose as a result of the offering. Mr. Khan will review his holdings from time to time, and may, in the future, increase or decrease ownership or control over securities of the company. About Fairchild Gold Corp. Fairchild 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.