Fairchild Gold Corp. Announces Private Placement Offering Oversubscription and Closing
Vancouver, 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.
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.
The Offering remains subject to final approval of the TSX Venture Exchange.
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 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 of Directors
Luis Martins
Director and Chief Executive Officer
Fairchild Gold Corp.
info@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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