Fairchild Provides Update on the Golden Arrow Acquisition

Fairchild Gold Corp. (TSXV: FAIR,OTC:FCHDF) (FSE: Y4Y) (OTCQB: FCHDF) ("Fairchild" or the "Company"), wishes to provide more details on the arm's length acquisition of 100% interest of the Golden Arrow Property (the "Property") (together, the "Transaction"), previously announced on September 29, 2025 and March 24, 2026. The Property consists of 17 patented and 494 unpatented claims.

Senior Secured Note
On approval of the Transaction by the TSX Venture Exchange (the "Exchange"), Fairchild will issue a senior secured promissory note in the principal amount of US$3,500,000 (the Note") in favor of Emergent Metals Corp. ("Emergent") that provides as follows:

• Term: Five (5) years from the date of the definitive agreement, being March 23, 2031 (the "Maturity Date");
• Interest Rate: 8.5% per annum, payable semi-annually, in arrears, in cash;
• Security: The Note shall be secured by a first-ranking security interest over the Property and any related assets acquired by Fairchild pursuant to the Transaction (the "Security");
• Early Repayment Bonus: In the event that Fairchild repays (a) at least US$500,000 of the principal amount of the Note immediately upon the closing of a financing by Fairchild for gross proceeds of no less than US$3,000,000, and (b) at least an additional US$2,500,000 of the principal amount of the Note, together with any and all accrued but unpaid interest thereon, within a period of six (6) months following the closing date of the definitive agreement, then Emergent will forfeit and waive the remaining US$500,000 of the principal amount;
• Principal Step Up: The principal amount of the Note will automatically increase to US$4,000,000 if the Note isn't repaid until after the third anniversary of the definitive agreement; and US$5,000,000 if the Note isn't repaid until after the fourth anniversary of the definitive agreement;
• No interest shall accrue on any step-up amount for any period prior to the effective date of that step-up, and will only be accruing on any unpaid balances; and
• Until the principal amount of the Note, together with any and all accrued but unpaid interest thereon, is paid off or retired, Emergent will have a security interest registered against the Property.

Royalty
Fairchild shall also grant to Emergent a 0.5% net smelter return royalty (the "Royalty") on the Property. Fairchild shall have the option of acquiring the royalty by paying Emergent US$1,000,000 prior to the fourth anniversary of the definitive agreement. Fairchild shall have the option of acquiring the Royalty by paying Emergent US$1,500,000 if exercised between the fourth and seventh anniversaries of the definitive agreement. The buyout rights expire after the seventh anniversary of the definitive agreement.

Existing Obligations
Moreover, Fairchild will assume the following obligations to pay:

• a $8,333.33 advance minimum royalty per year plus a 1% net smelter returns royalty on six (6) of the unpatented lode mineral claims included in the Property;
• a $25,000 advance minimum royalty per year plus a 3% net smelter returns royalty on 185 of the unpatented lode mineral claims included in the Property; and
• a 1% net smelter returns royalty on all 17 patented lode mineral claims included in the Property.

The Company's next step is to seek 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 TSX Venture Exchange. This requirement is triggered because the consideration for the Transaction exceeds the expenditures incurred by Emergent on the Property, the latter however, representing only a fraction of the historical expenditures on the Property to date. The Company will provide further details in respect of the Transaction in due course by way of one or more press releases.

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 Company's business plans, expectations and objectives, and not limited to the closing of the Transaction and receipt of all necessary approvals. 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/290746