Vancouver, British Columbia — January 24, 2023 — Fairchild Gold Corp. (“Fairchild” or the
“Company”) (TSX Venture Exchange: FAIR) is pleased to announce that it has closed on January 23,
2023, a second tranche of its non-brokered private placement previously announced on December 21, 2022.
In connection with the closing of the Offering, the Company issued an aggregate of 5,720,000 units (the
“Units”) at a price of CDN$0.06 per Unit for gross proceeds of CDN$343,200. Each Unit consists of
one Common share in the capital of the Company (a “Share”) and one whole transferable Common
share purchase warrant (a “Warrant”). Each whole Warrant is exercisable to acquire one Share at an
exercise price of CDN$0.10 per Share until January 23, 2026 which is 36 months from the date of
issuance, subject to the following acceleration right. If, at any time after the date that is 4 months and
one day after the date of issuance of the Warrant, the average volume weighted trading price of the
Company’s Common shares on the TSX Venture Exchange (or such other stock exchange on which the
Common shares may be traded from time to time) is at or above CDN$0.50 per share for a period of 5
consecutive trading days (the “Triggering Event”), in which event the Company may, within 10 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 30 calendar days after the date on which such notice is given by the Company announcing the
Triggering Event.
Insiders of the Company acquired an aggregate of 1,000,000 Units in the Offering, which participation
constituted a “related party transaction” as defined under Multilateral Instrument 61- 101 Protection of
Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from
the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair
market value of the Units acquired by the insiders, nor the consideration for the Units paid by such
insiders, exceed 25% of the Company’s market capitalization. As required by MI 61-101, the Company
advises that it expects to file a material change report relating to the Offering less than 21 days before
completion of the Offering, which is necessary to complete the Offering in an expeditious manner and
is reasonable in the circumstances.
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.
The Company will pay aggregate finder’s fees of CDN$8,484 and 141,400 Share purchase warrants (the
“Finder’s Warrants”) in connection with subscriptions from subscribers introduced to the Offering by
Sherbrooke Street Capital (SSC) Inc. and StephenAvenue Securities Inc. Each Finder’s Warrant is
exercisable to acquire one Share in the capital of the Company at an exercise price of CDN$0.15 per
Share until January 23, 2025, which is 24 months from the date of issuance.
The Company has closed a first tranche on January 6, 2023. The Offering remains subject to final
approval of the TSX Venture Exchange. The Company may close additional tranches of the Offering up
to an additional amount of CDN$163,810.
The securities issued under the Offering, and any Shares that may be issuable on exercise of any such
securities, will be subject to a statutory hold period expiring four months and one day from the date of
issuance of such securities.
The securities offered have not been registered under the U.S. 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 news 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 State in which such offer, solicitation or
sale would be unlawful.
About Fairchild Gold Corp.
Fairchild is engaged in the business of mineral exploration and the acquisition of mineral property assets
in Canada. Its objective is to locate and develop economic precious and base – 2 – LC301738-1 metal
properties of merit and to conduct its exploration program on the Fairchild Lake Property. The Fairchild
Lake Property consists of 25 single cell and multi cell claims (108 cells) covering an area of 2,224
hectares, located approximately 250 kilometers northwest of the city of Thunder Bay in the Patricia
Mining Division, Ontario.
On behalf of the Board of Directors
Robert Rosner
Director and Chief Financial Officer
Fairchild Gold Corp.
rrosner@fairchildgold.com
(866) 497-0284
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 process and completion
of the Offering, the use of proceeds of the Offering and any statements regarding the Company’s
business plans, expectations and objectives. 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.sedar.com 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 News Release Announcing Offering 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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