Fairchild Gold Corp. (TSXV: FAIR) has announced the closing of a non-brokered private placement financing that raised aggregate gross proceeds of C$725,200, with the transaction closing on October 27, 2026. The company issued 12,086,666 units at $0.06 per unit, each comprising one common share and one warrant exercisable at $0.10 for 60 months. Net proceeds are earmarked primarily for the company's Golden Arrow Property in Nevada and general working capital, giving investors a clear view of how fresh capital will be deployed.

Key Points

  • Fairchild Gold Corp. (TSXV: FAIR) is a Nevada-focused mineral exploration and development company.
  • The company closed a non-brokered private placement on October 27, 2026, raising C$725,200 through 12,086,666 units priced at $0.06 each.
  • Each unit includes one common share and one warrant at $0.10, exercisable for 60 months; all securities carry a four-month-and-one-day statutory hold period.
  • Investors should watch for final TSX Venture Exchange approval of the offering and progress updates at the Golden Arrow Property.

Unit Structure and Warrant Terms of the FAIR Offering

Each of the 12,086,666 units issued in the offering consists of one common share and one common share purchase warrant. Every whole warrant entitles the holder to acquire one additional common share at an exercise price of $0.10 for a period of 60 months from the date of issuance. The offering is subject to final approval from the TSX Venture Exchange, and all securities issued — common shares, warrants, and compensation warrants alike — are subject to a statutory hold period expiring four months and one day from the date of issuance, as the release states.

Finder Fees and Compensation Warrants Issued at Closing

In connection with the offering, Fairchild paid cash commissions totalling $6,336 to certain finders and issued 105,600 non-transferable compensation common share purchase warrants. Each compensation warrant entitles the holder to purchase one common share at an exercise price of $0.10, also for a period of 60 months from the date of issuance. The disclosure suggests the finder network was limited in scope, given the relatively modest commission amount relative to overall gross proceeds.

Insider Participation and Related-Party Transaction Exemptions

An insider of Fairchild indirectly subscribed for 3,000,000 units under the offering, constituting a related-party transaction under applicable exchange policy and Multilateral Instrument 61-101. The company states it qualifies for exemptions from both the formal valuation requirement and the minority shareholder approval requirement because the fair market value of the insider's participation does not exceed 25% of the company's market capitalisation. The company did not file a material change report more than 21 days before closing, citing the late finalisation of insider participation details and its desire to close promptly.

Planned Use of Proceeds for Golden Arrow and Working Capital

Fairchild intends to direct net proceeds primarily toward its Golden Arrow Property, an open-pit-oriented gold-silver resource situated within Nevada's Walker Lane mineral belt, with remaining funds allocated to general working capital. The company also holds the Nevada Titan porphyry copper-gold-silver-antimony project and the Carlin Queen epithermal gold-silver exploration asset. The immediate share price impact was not clear from available public information.