Fairchild Gold Announces Fully Committed Private Placement Financing with a North American Strategic Investor

Executive Summary

• Fairchild Gold Corp. announced a fully subscribed non‑brokered private placement of ~13.8 million units at C$0.09 per unit, targeting gross proceeds of C$1.242 million.
• Each unit includes one common share and one warrant to purchase an additional share at $0.15 for five years; warrants contain an acceleration clause tied to a TSX‑V price trigger.
• Proceeds will be used to advance Fairchild’s Nevada gold projects and for general working capital.

Key Details

• Units Offered: ~13,800,000 units (each = 1 common share + 1 warrant).
• Price per Unit: C$0.09.
• Total Gross Proceeds: C$1,242,000.
• Warrant Terms: Right to purchase one additional share at $0.15 per share; exercisable for five years from closing.
• Acceleration Clause: If TSX‑V daily VWAP ≥ $0.50 for five consecutive trading days beginning 12 months after closing, Fairchild may accelerate warrant expiry to ten calendar days after notice.
• Closing Date: Expected February 20, 2026, subject to regulatory approvals (TSX Venture Exchange and applicable securities laws).
• Hold Period: Securities subject to a hold period of four months and one day from the closing date.
• Use of Proceeds: Advance Nevada gold projects (Nevada Titan, Golden Arrow MOU properties, Carlin Queen) and general working capital.
• Investor Base: Majority subscription by a North American Strategic Investor; no finder's fees payable.
• Regulatory Notes: Offering not registered in the United States; U.S. persons cannot purchase absent exemption or registration.

Notable Quotes

“This rapidly executed financing led by a private North American based Strategic Investor is yet another strong vote of confidence in the Company's focused value creation strategy and as it prepares for an acceleration of its efforts in Nevada over the next few months.” – Nikolas Perrault, CFA, Executive Chairman, Fairchild Gold Corp.