Fairchild Gold Announces Closing of Private Placement

About this update from Fairchild Gold Corp.

[{"type":"text","content":"Fairchild Gold Announces Closing of Private PlacementVancouver, British Columbia--(Newsfile Corp. - September 18, 2025) - Fairchild Gold Corp. (TSXV: FAIR) (\"Fairchild\" or the \"Company\") is pleased to announce the closing of its previously announced and oversubscribed non-brokered private placement financing for gross proceeds of C$1,080,000 (the \"Offering\"). In connection with the closing of the Offering, the Company issued 18,000,000 units (the \"Units\") at a price of $0.06 per Unit.Each Unit is comprised of one common share (a \"Common Share\") in the capital of the Company and one common share purchase warrant (a \"Warrant\"), whereby each whole Warrant shall be convertible into an additional Common Share at an exercise price of $0.15 for a period of sixty (60) months from the date of issuance. The Warrants include an acceleration clause to the effect that if the daily volume weighted average closing price of the common shares on the TSX Venture Exchange is at least $0.50 per Common Share for a period of five (5) consecutive trading days, 12 months after the closing date of the Offering (the \"Triggering Event\"), the Company may, within 5 days of the Triggering Event, accelerate the expiry date of the Warrants by giving notice thereof to the holders of the Warrants, by way of 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 by the Company announcing the Triggering Event.The Offering constitutes a \"related party transaction\" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (\"MI 61-101\"), as a director, participated indirectly in the Offering. Pursuant to MI 61-101, the Company will file a material change report providing disclosure in relation to each \"related party transaction\" on SEDAR+ under the Company's issuer profile at www.sedarplus.ca. The Company did not file the material change report more than 21 days before the expected closing date of the Offering as the details of the Offering were not settled until shortly prior to the conclusion of the Offering, and the Company wished to complete the Offering on an expedited basis for sound business reasons. The Company is relying on exemptions from the formal valuation and minority shareholder approval requir...

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