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Fairchild Gold Corp. (TSXV: FAIR,OTC:FCHDF) ("Fairchild" or the "Company"), is pleased to announce that it has amended the terms of its previously announced non-brokered financing to increase for the last time the size of the offering from C$1.44 million to up to C$1.9944 million, which is inclusive of the first tranche closed on August 27, 2025 (the "Upsized Offering"), due to increased investor demand. The offering is fully allocated up to the maximum permitted size. As such, the Company will not be able to increase the offering further.
Under the terms of the Upsized Offering, the Company intends to sell up to 33,240,000 units of the Company (the "Units") at a price per Unit of C$0.06 (the "Issue Price") for aggregate gross proceeds to the Company of up to C$1,994,400, inclusive of the first tranche closed on August 27, 2025 for gross proceeds of C$1,203,000, to be issued and sold on a prospectus-exempt basis pursuant to the 'listed issuer financing exemption' under applicable Canadian securities laws, and subject to all necessary regulatory and stock exchange approvals.
Each Unit will consist of one common share of the Company (each, a "Common Share") and one-half warrant. Each whole warrant (a "Warrant") shall entitle the holder to purchase one Common Share of the Company at a price of C$0.10 at any time on or before that date which is 3 years after the closing date of the Upsized Offering.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units will be offered for sale to purchasers in each of the provinces and territories of Canada, including Quebec, and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption"). As the Upsized Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued pursuant to the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.
Insiders of the Company may participate in the Upsized Offering. The issuance of securities to insiders will be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemption set forth in section 5.5(a) of MI 61-101 from the formal valuation requirements of MI 61-101 and the exemption set forth in section 5.7(1)(a) of MI 61-101 from minority shareholder approval requirements of MI 61-101 in respect of such insider participation as the fair market value of the Upsized Offering, insofar as it involves interested parties, is not expected exceed 25% of the Company's market capitalization.
The Company closed the first tranche on August 27, 2025 by way of issuance of 20,050,000 units for gross proceeds of C$1,203,000. The Upsized Offering is expected to close a final tranche on or about September 10, 2025 for gross proceeds of approximately C$791,400, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The Company expects to use the net proceeds of the Upsized Offering over the coming 12 months for project expenditures at the Company's Copper Chief Project in Nevada, USA as well as general working capital purposes.
An offering document is accessible under the Company's profile at www.sedarplus.ca and on the Company's website at https://www.fairchildgold.com/. Prospective investors should read the offering document before making an investment decision. None of the securities to be sold under the Upsized Offering have been registered under the United States Securities Act of 1933, as amended.
Press Release Correction
The Company announces a correction to its press release titled "Fairchild Gold Announces Closing of Tranche One of Life Offering and Early Warning Report" and dated August 27, 2025 (the "Initial Press Release"). The Initial Press Release incorrectly stated that each Unit consisted of one Common Share and one Warrant. Each Unit should consist of one Common Share and one-half Warrant instead. This news release should be read in conjunction with the Initial Press Release. The corrections described in this press release do not change any other information reported in the Initial Press Release.
About Fairchild Gold Corp.
Fairchild Gold Corp. 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, USA. The Company is also the 100% owner of the Fairchild Lake Property consisting of 108 mining claims covering an area of 2,224 hectares, located approximately 250 kilometers northwest of the city of Thunder Bay in the Patricia Mining Division, Ontario.
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 process and completion of the Upsized Offering, the use of proceeds of the Upsized Offering and any statements regarding the Company's business plans, expectations and 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.
Not for distribution to U.S. news wire services or for dissemination in the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/265522
