Vancouver, British Columbia and Las Vegas, Nevada–(Newsfile Corp. – July 14, 2026) – Fairchild Gold Corp. (TSXV: FAIR) (“Fairchild” or the “Company”) announces that it expects to close, subject to the satisfaction of applicable closing conditions and the approval of the TSX Venture Exchange, a first tranche of approximately C$1.2 million under a non-brokered private placement financing for aggregate gross proceeds of up to C$1.8 million (the “Offering”).
The Offering is being led and supported by Sprinter LLC (“Sprinter”), an existing significant investor in Fairchild. Based on current subscription commitments and assuming completion of the first tranche as contemplated, Sprinter is expected to become Fairchild’s largest shareholder.
Sprinter’s proposed additional investment would represent a significant increase in its position in Fairchild and is expected to provide additional financial support as the Company works toward completing its acquisition of the Golden Arrow Project and advancing its Nevada-focused strategy. Sprinter’s management team has experience in the merchant wholesaling of diesel, sugar and other physical commodities, as well as in structuring and trading financial products. The Company believes that Sprinter’s experience and relationships may potentially support future opportunities involving vertical supply chain integration, refining and project financing. No definitive arrangements relating to any such opportunities have been entered into, and there can be no assurance that any such opportunities will be pursued or completed.
In connection with the anticipated closing of the first tranche of the Offering, the Company expects to issue approximately 20,000,000 units (the “Units”) at a price of C$0.06 per Unit. Each Unit will consist of one common share (a “Common Share”) in the capital of the Company and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of C$0.10 for a period of sixty months from the date of issuance.
“Through a series of investments over the last 15 months, Sprinter has become a significant supporting shareholder of Fairchild. We appreciate Sprinter’s continued support as the Company advances its Nevada asset portfolio and works toward completing the Golden Arrow acquisition,” said Nikolas Perrault, CFA, Executive Chairman of Fairchild Gold. “Subject to completion of the Offering, we believe this increased investment would further align Sprinter with Fairchild’s long-term strategy.”
The Common Shares and Warrants issued under the Offering will be subject to a statutory hold period expiring four months and one day from the date of issuance, or longer for certain subscribers. The Offering remains subject to the approval of the TSX Venture Exchange. The Company intends to use the net proceeds of the Offering to complete the closing of the Golden Arrow Project acquisition and for general working capital purposes.
The Company expects certain insiders of the Company to participate in the Private Placement. Any participation by insiders in the Private Placement constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). However, the Company expects to rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company’s market capitalization.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Following the closing of the first tranche, Sprinter is expected to file an early warning report in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report, when filed, will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca and may also be obtained by contacting the person named below.
About Fairchild Gold Corp.
Fairchild Gold Corp. is a public company engaged in the exploration and development of copper, gold and silver assets in North America. The Company’s strategy is focused on advancing its Nevada property portfolio through disciplined exploration, strategic transactions and responsible development practices.
Fairchild Gold’s recently assembled portfolio of three Nevada properties includes Nevada Titan, Fairchild’s flagship property, located in the Goodsprings Mining District, Nevada, an area known for historical high-grade copper, gold and platinum group element mining. More recently, Nevada Titan has also been highlighted for its near-surface antimony and cobalt potential. Fairchild has also entered into a Definitive Agreement and received required shareholder approval toward the acquisition of the Golden Arrow property in the prolific Walker Lane mineral belt. Golden Arrow encompasses two principal resource areas, Gold Coin and Hidden Hill, with a combined measured, indicated and inferred resource base outlined in a National Instrument 43-101 technical report prepared by RESPEC and filed in February 2026. Fairchild’s Carlin Queen property is a gold-silver exploration project located near the intersection of the Carlin and Midas-Hollister gold trends. Fairchild intends to leverage Nevada’s established mining infrastructure, technical expertise and supportive operating environment as it advances its portfolio of properties.
On behalf of the Board of Directors
Nikolas Perrault, CFA
Executive Chairman
Fairchild Gold Corp.
info@fairchildgold.com; nikolas@fairchildgold.com
(866) 497-0284
www.fairchildgold.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this news release.
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this news release constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”). Without limiting the foregoing, forward-looking information includes statements regarding the proposed closing and timing of the first tranche of the Offering; the satisfaction of closing conditions and receipt of TSX Venture Exchange approval; the number and terms of Units expected to be issued; the participation and anticipated ownership position of Sprinter following closing; the intended use of proceeds; the closing of any additional tranches of the Offering; the completion of the Golden Arrow Project acquisition; the anticipated strategic or financial benefits of Sprinter’s investment; and any potential opportunities involving vertical supply chain integration, refining or project financing, as well as statements regarding the Company’s business plans, expectations and objectives. Words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar expressions, including the negative forms thereof, are intended to identify forward-looking information. Forward-looking information is not a guarantee of future performance or results and should not be relied upon as an indication of whether, or the times at or by which, future events will occur or future performance will be achieved. Forward-looking information is based on information available as of the date of this news release and on management’s current expectations, estimates, assumptions and beliefs. Such information is subject to known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, that may cause actual results or events to differ materially from those expressed or implied by the forward-looking information. These factors include, among others, the risk that the Offering or any tranche thereof may not close on the terms or timing contemplated, or at all; required regulatory approvals may not be obtained; the Golden Arrow Project acquisition may not be completed; the intended use of proceeds may change; and any anticipated strategic opportunities or benefits associated with Sprinter’s investment may not be realized. For additional information regarding these and other risks, uncertainties and assumptions, readers should refer to the Company’s most recent Management’s Discussion and Analysis, financial statements and other documents filed with the Canadian securities commissions, including the risk factors described therein. These documents are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at https://fairchildgold.com/. The forward-looking information contained in this news release speaks only as of the date hereof. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
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