The Offering will consist of approximately 13.8 million units (the “Units“) at a price of C$0.09 per Unit, for aggregate gross proceeds of C$1,242,000. Each Unit will consist of one common share in the capital of the Company (each a “Part“) and one ordinary warrant for the purchase of shares (a “Deposit“). Each Warrant entitles the holder to purchase one additional Share at a price of $0.15 per Share for a period of five years from the closing of the Offering. The Warrants will contain an acceleration clause stating 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 commencing 12 months after the closing date of the Offer (the “).Triggering event“), the Company may, within 5 days of the Triggering Event, accelerate the expiry date of the Warrants. Notice will be given to the holders of the Warrants by means of a press release, and in such event the Warrants will expire on the first day that is ten (10) calendar days after the date on which such notice is given.
The Offering is subject to all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The securities issued under the Offering will be subject to a holding period under applicable securities laws in Canada, which will expire four months and one day from the closing date of the Offering. No finder’s fees will be paid in connection with the Offer. Proceeds from the Offering will be used to advance the Company’s gold projects in Nevada and for general working capital purposes.
Nikolas Perrault, CFA, Executive Chairman of Fairchild, stated: “This quickly executed financing led by a private, North America-based strategic investor is yet another vote of confidence in the company’s focused value creation strategy and as it prepares to accelerate its efforts in Nevada over the next few months.”
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US securities law“) or any state securities laws and may not be offered or sold within the United States or to US Persons unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
About Fairchild Gold Corp.
Fairchild Gold Corp. is a publicly traded company engaged in the exploration and development of copper, gold and silver mines in mining-friendly jurisdictions in North America.
The company is committed to identifying and developing high-quality resources in Nevada with strong geological resource potential. The strategy focuses on creating long-term shareholder value through disciplined exploration, strategic partnerships and responsible development practices.
Fairchild Gold’s newly assembled trinity of properties in Nevada includes Fairchild’s flagship Nevada Titan, located in the Goodsprings Mining District, Nevada, an area known for its historic high-grade copper-gold PGE mining. In more recent times, Nevada Titan has also been highlighted for its surface antimony and cobalt potential. That was followed by an MOU to acquire the Golden Arrow property in the prolific Walker Lane Shear Zone, which included two key resource areas, Gold Coin and Hidden Hill, with a combined measured + indicated and inferred resource base, set out in an NI 43-101 report written by Mine Development Associates.
Finally, Fairchild’s Carlin Queen property, a late-stage gold-silver project located at the intersection of the Carlin and Midas-Hollister gold trends. Fairchild Gold leverages the potential of all three of these properties by taking advantage of the excellent mineral resources that Nevada offers.
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 press release.
Cautionary Note 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 about the Company’s business plans, expectations and objectives, including without limitation the closing of the Offering and the receipt of all necessary approvals. In this press release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and similar words and the negative thereof are used to identify forward-looking information. Forward-looking information should not be read as a guarantee of future performance or results, and will not necessarily be an accurate indication of whether or when such future performance will be achieved. Forward-looking information is based on currently available information and/or the good faith of the Company’s management as 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 regarding these and other factors and assumptions underlying the forward-looking information contained in this press release, see the Company’s most recent Management’s Discussion and Analysis and financial statements and other filings by the Company with the Canadian securities commissions and the discussion of the risk factors set out therein. Such documents are available at www.sedarplus.ca under the company profile and on the company website, https://fairchildgold.com/. The forward-looking information set forth herein reflects the Company’s expectations as of the date of this press 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.
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