Fairchild announces the closing of the first tranche of a private placement

Vancouver, British Columbia–(Newsfile Corp. – October 17, 2024) – Fairchild Gold Corp. (TSXV: FAIR) (“Fairchild“or the”Pursue“) announces the closing of the first tranche of a non-brokered private placement for gross proceeds of $319,080 on October 16, 2024 (the “Offer“).

In connection with the closing of the Offering, the Company issued 5,318,000 Units (the “Units“) at a price of $0.06 per unit, each unit consisting of one common share (a “Common stock“) in the capital of the company and a common stock purchase warrant (a “Warranty“), each whole Warrant being convertible into one additional Common Share at an exercise price of $0.15 for a period of sixty (60) months from the date of issuance. The Warrants contain an acceleration clause providing that the daily volume weighted average closing price of the Common Shares on the TSX Venture Exchange will be at least $0.50 per Common Share for a period of five (5) consecutive trading days, 12 months after the closing date of the Private Placement (the “Triggering event“) the Company may, within 5 days of the occurrence of the triggering event, advance the expiration date of the Warrants by informing the holders of the Warrants in a press release; in this case, the Warrants expire on the first day that is 10 calendar days after The date on which the Company makes such notice of the Triggering Event.

Fairchild intends to use the net proceeds of the offering to commence exploration at the Company’s newly acquired Copper Chief project in Nevada, USA, and for general working capital purposes.

The Company expects to close additional tranches of the offering up to a total amount of $900,000 (including this first tranche). The company did not pay any brokerage commissions in connection with the closing of the first tranche.

The securities issued pursuant to the offering and any shares issuable upon exercise of such securities are subject to a statutory hold period expiring four months and one day from the date of issuance.

The offering is subject to final approval by the TSX Venture Exchange.

The securities being offered have not been registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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About Fairchild Gold Corp.

Fairchild engages in the acquisition, exploration and development of mineral properties in Canada and the United States. Its current portfolio consists of the Fairchild Lake property in Ontario and the Copper Chief project in Nevada.

On behalf of the board

Luis Martins
Director and Chief Executive Officer
Fairchild Gold Corp.
[email protected]
(866) 497-0284

Neither the 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 of this release.

Cautionary Statement Regarding Forward-Looking Information

Certain information contained in this press 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 offering, the use of proceeds from the Offer and any statements about the company’s business plans, expectations and objectives. This press release uses words such as “may,” “would,” “could,” “will,” “likely,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate.” “ and similar words and their negative form are used to identify forward-looking information. Forward-looking information should not be construed as guarantees of future performance or results and is not necessarily an accurate indication of whether, when or by what date such future performance will be achieved. Forward-looking information is based on information available at the time and/or management’s reasonable belief regarding future events and is subject to known or unknown risks, uncertainties, assumptions and other unforeseeable factors, many of which are beyond the Company’s control. Further information regarding these and other factors and assumptions underlying the forward-looking information made in this press release can be found in the Company’s most recent Management’s Discussion and Analysis and financial statements and other documents filed by the Company with Canadian securities regulators the risk factors outlined therein. Such documents are available on the Company’s profile at www.sedar.com and on the Company’s website. The forward-looking information contained herein reflects the Company’s expectations as of the date of this press release and may change after such date. The Company disclaims any press release announcing the Offering’s intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES.

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