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Fairchild Gold Corp. (TSXV: FAIR,OTC:FCHDF) (FSE: Y4Y) (OTCQB: FCHDF) ("Fairchild" or the "Company"), is pleased to announce that it has entered into a definitive asset purchase agreement dated March 23, 2026 (the "Purchase Agreement") with Emergent Metals Corp. ("EMR"), as well as both parties' respective subsidiaries, to acquire the Golden Arrow Property (the "Property") as previously announced on September 29, 2025 (the "Transaction").
As consideration for the Transaction, EMR shall receive, upon closing, a combination of cash, common shares, net smelter returns royalty and a senior secured note (the "Note"), as follows:
- USD$600,000 in cash, of which $250,000 was previously provided in the form of a non-refundable deposit;
- 12,500,000 common shares;
- USD $3,500,000 principal amount under the Note, subject to an early repayment mechanism pursuant to which (i) the Company shall repay USD $500,000 of the principal amount immediately upon the closing of a financing by the Company for gross proceeds of not less than USD $3,000,000, and (ii) the Company shall repay USD $2,500,000 of the principal amount within six (6) months following the Closing Date, upon which the remaining balance of the Note shall be forfeited and the security interest discharged; and
- A 0.5% net smelter returns royalty on the Property, subject to standard buyback provisions;
The Company is also required to fund ~US$40,000 reclamation bond upon the closing of the Transaction.
All common shares to be issued as consideration are subject to a statutory four-month hold period in accordance with applicable securities laws and policies of the TSXV. No finder's fees will be paid in connection with the Transaction.
The Transaction constitutes a Reviewable Acquisition and a Fundamental Acquisition as defined in Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets ("Policy 5.3") of the TSX Venture Exchange Inc. ("TSXV") and, as such, completion of the Transaction remains subject to shareholder approval and the approval of the TSXV. The transaction will close once TSXV gives conditional approval, all necessary materials are provided, and all closing conditions are met.
The Company intends to obtain disinterested shareholders approval by way of written consent from holders of more than 50 percent of the issued and outstanding common shares of the Company.
As required by the TSXV, a technical report (the "Technical Report") on the Property entitled "2026 Technical Report on the Golden Arrow Project, Nye County, Nevada, U.S.A" prepared in accordance with the requirements of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") has been filed and is available under the Company's profile on SEDAR+ at www.sedarplus.ca. The authors and qualified persons (as defined in NI 43-101) for the Technical Report are Michael S. Lindholm, C.P.G. and Jack McPartland, M.M.S.A. the Technical Report is subject to the approval of the TSXV.
Additional Information
The Company will provide further details in respect of the Transaction in due course by way of one or more press releases.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
About Fairchild Gold Corp.
Fairchild Gold Corp. is a public company engaged in the business of mineral exploration and development of copper, gold and silver assets in mining-friendly jurisdictions across North America.
The company is committed to identifying and developing high-quality resource properties in Nevada with strong geological resource potential. Its strategy focuses on creating long-term shareholder value through disciplined exploration, strategic partnerships, and responsible development practices.
Fairchild Gold's recently assembled trinity of 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-PGEs mining. In more recent times, Nevada Titan was also highlighted for its near surface Antimony and Cobalt potential. That was followed by a MOU towards the acquisition of the Golden Arrow property in the prolific Walker Lane Shear Zone, encompassing two principal resource areas, Gold Coin and Hidden Hill, with a combined measured + indicated and inferred resource base outlined in an NI 43-101 report written by Mine Development Associates.
Finally, Fairchild's Carlin Queen property, an advanced-stage gold-silver project located at the intersection of the Carlin and Midas-Hollister gold trends. Fairchild Gold is leveraging the potential of all these three properties by utilizing the outstanding mineral resources support Nevada provides.
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, such forward-looking information includes statements regarding the potential of the Property and strategic plans, including but not limited to the completion of the Transaction, timely receipt of all necessary approvals, including any requisite approval of the TSXV and the shareholders of the Company, exploration plans of the Company, and corporate and technical objectives. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking information. Forward-looking information should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. Forward-looking information is based on information available at the time and/or the Company management's good faith belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company's control. For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company's most recent Management's Discussion and Analysis and financial statements and other documents filed by the Company with the Canadian securities commissions and the discussion of risk factors set out therein. Such documents are available at www.sedarplus.ca under the Company's profile and on the Company's website, https://fairchildgold.com/. The forward-looking information set forth herein reflects the Company's expectations as at the date of this news release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/289689
