Fairchild Announces Private Placement Offering Oversubscription and Closing

Vancouver, British Columbia--(Newsfile Corp. - September 11, 2024) - Fairchild Gold Corp. (TSXV: FAIR) ("Fairchild" or the "Company") announces the closing of its oversubscribed non-brokered private placement for gross proceeds of $303,000 (the "Offering").

In connection with the closing of the Offering, the Company issued 10,100,001 units (the "Units") at a price of $0.03 per Unit with each Unit comprising one common share (a "Common Share") in the capital of the Company and one common share purchase warrant (a "Warrant"), whereby each whole Warrant shall be convertible into an additional Common Share at an exercise price of $0.10 for a period of thirty-six (36) months from the date of issuance. The Warrants include an acceleration clause to the effect that 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 (the "Triggering Event") the Company may, within 5 days of the Triggering Event, accelerate the expiry date of the Warrants by giving notice thereof to the holders of the Warrants, by way of news release, and in such case the Warrants will expire on the first day that is 10 calendar days after the date on which such notice is given by the Company announcing the Triggering Event.

Fairchild intends to use the net proceeds of the Offering for project expenditures on its Fairchild Lake Property located approximately 250 km northwest of the City of Thunder Bay, in Northwestern Ontario, as well as general working capital purposes. No proceeds will be used for investor relations activities. Further, no proceeds will be used for any payments made to non-arm's length parties nor to any persons conducting investor relations activities.

The Company paid aggregate finder's fees of CDN$5,199.99 and 170,666 Common Share purchase warrants (the "Finder's Warrants") in connection with subscriptions from subscribers introduced to the Offering by EMD Financial Inc. Each Finder's Warrant is exercisable to acquire one Common Share in the capital of the Company at an exercise price of CDN$0.10 per Share until September 11, 2026, which is 24 months from the date of issuance, subject to the same acceleration rights and Trigerring Event.