Vancouver, British Columbia and Las Vegas, Nevada — February 20, 2026 — Leads & Copy — Fairchild Gold Corp. has announced the closing of a non-brokered private placement financing, generating gross proceeds of C$1,245,712.
The offering involved the issuance of 13,841,249 units at a price of $0.09 per unit. Each unit comprises one common share and one common share purchase warrant. Each whole warrant can be converted into an additional common share at an exercise price of $0.15 for 60 months from the issuance date.
The warrants include an acceleration clause. If the daily volume weighted average closing price of the common shares on the TSX Venture Exchange reaches at least $0.50 per share for five consecutive trading days, 12 months after the offering’s closing date, the company can accelerate the warrants’ expiry date. Fairchild Gold would provide notice to warrant holders via news release, and the warrants would expire 10 calendar days after the notice date.
No finder’s fee was paid in connection with this offering. The common shares and warrants are subject to a statutory hold period expiring four months and one day from the issuance date. The offering is still subject to final approval from the TSX Venture Exchange.
The company intends to use the proceeds from the offering to advance its Nevada gold projects and for general working capital purposes.
An insider of the company indirectly subscribed for 1,200,000 units under the offering, which is considered a “related party transaction.” However, the company is exempt from the formal valuation requirement and the minority shareholder approval requirement as the fair market value of the insider’s involvement does not exceed 25% of the company’s market capitalization.
The company did not file a material change report more than 21 days before the closing of the offering because the details of the insider participation were not finalized until closer to closing of the Offering and the Company wished to close the Offering as soon as practicable for sound business reasons.
The securities offered have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption.
Immediately prior to the offering, Mr. Shahal Khan owned, directly and indirectly, and had control and direction over 13,000,000 common shares of the company, 7,000,000 warrants, 2,000,000 stock options and 1,500,000 RSUs representing approximately 7.90 % (12.49% on a partially diluted basis) of the then issued and outstanding Common Shares of the Company. Following the Transaction, Mr. Khan now beneficially owns, directly and indirectly, and has control and direction over 14,200,000 Common Shares, 8,200,000 Warrants, 2,000,000 stock options and 1,500,000 RSUs representing approximately 7.96% (13.62% on a partially diluted basis) of the issued and outstanding Common Shares of the Company.
Fairchild Gold Corp. is involved in mineral exploration and the development of copper, gold, and silver assets in North America. The company is focused on identifying and developing resource properties in Nevada and aims to create long-term shareholder value through exploration, partnerships, and responsible development.
Fairchild Gold’s Nevada properties include Nevada Titan in the Goodsprings Mining District, the Golden Arrow property in the Walker Lane Shear Zone, and the Carlin Queen property at the intersection of the Carlin and Midas-Hollister gold trends.
On behalf of the Board of Directors, Nikolas Perrault, CFA, Executive Chairman of Fairchild Gold Corp.
Source: Fairchild Gold Corp.
