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Further to disclosure requirements of applicable securities laws, Patrick Orlando, reports that he acquired indirectly ownership of 7,500,000 units (the "Units") of Fairchild Gold Corp. (the "Company") on February 20, 2026 (the "Transaction"). Each Unit consists of one common share (a "Common Share") in the capital of the Company and one common share purchase warrant (a "Warrant"), with each whole Warrant exercisable to acquire one additional Common Share at an exercise price of $0.15 for a period of sixty (60) months from the date of issuance (the "Offering"). The Warrants contain an acceleration clause whereby, 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 five days of the Triggering Event, accelerate the expiry date of the Warrants by notifying the holders of the Warrants by way of a press release. In such event, the Warrants will expire on the first day that is ten calendar days after the date on which the Company announced the Triggering Event.
Immediately prior to this Offering, Mr. Orlando held, directly and indirectly, 4,500,000 Common Shares of the Company and 4,500,000 Warrants, representing approximately 2.73% (5.32% on a partially diluted basis) of the then issued and outstanding Common Shares of the Company. Following the Transaction, Mr. Orlando now holds, directly and indirectly, 12,000,000 Common Shares and 12,000,000 Warrants, representing approximately 6.72% (12.91% on a partially diluted basis) of the issued and outstanding Common Shares of the Company. The change in ownership resulted from the Offering.
Mr. Orlando acquired the Units for investment purposes. Mr. Orlando intends to monitor the business and affairs of the Company, including its financial performance, and depending upon these factors, market conditions and other factors, additional securities of the Company may be acquired as is considered or deemed appropriate. Alternatively, some or all of the securities described herein may be disposed of in compliance with applicable securities regulatory requirements.
Mr. Orlando has filed an Early Warning Report pursuant to National Instrument 62-103F1 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues describing the above transaction with the applicable securities regulatory authorities. A copy of the Early Warning Report is available on SEDAR+ at www.sedarplus.ca under the profile of the Company.
Patrick Orlando
Tel: (866) 497-0284
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284967
