Vancouver, British Columbia--(Newsfile Corp. - July 30, 2026) - Fairchild Gold Corp. (TSXV: FAIR) ("Fairchild" or the "Company"), is pleased to announce the closing, on July 29, 2026, of its previously announced non-brokered private placement financing for aggregate gross proceeds of C$2,241,500 (the "Offering") through the issuance of 37,358,334 units (the "Units") at a price of $0.06 per Unit.

Each Unit is comprised of 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 sixty (60) months from the date of issuance.

No finder's fee was paid in this Offering. The Common Shares and Warrants issued under the Offering 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. Proceeds of the Offering will be used to complete the closing of the Golden Arrow Project acquisition and for general working capital purposes.

Three insiders from the Company subscribed, directly and indirectly, for a total of 12,000,000 Units under the Offering. A subscription by an insider of the Company is considered to be a "related party transaction" of the Company within the meaning of Exchange Policy 5.9 - Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the Offering, insofar as it involves the insider, is not more than 25% of the Company's market capitalization. Additionally, the Company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(a) as the fair market value of the Offering, insofar as it involves the insider, is not more than 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, 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.

Early Warning Report for Sprinter LLC

Pursuant to a subscription agreement, Sprinter LLC ("Sprinter") directly acquired 10,000,000 Units (collectively the "Transaction") for total consideration of $600,000.

Immediately prior to the closing of the Offering, Sprinter owned, directly and indirectly, and had control and direction over 12,000,000 Common Shares and 12,000,000 Warrants, representing approximately 6.68% of the then issued and outstanding Common Shares on a non-diluted basis and 12.53% on a partially diluted basis.

Following the closing of the Offering, Sprinter beneficially owns, directly and indirectly, and has control and direction over 22,000,000 Common Shares and 22,000,000 Warrants, representing approximately 10.14% of the issued and outstanding Common Shares on a non-diluted basis and 18.41% on a partially diluted basis. The change in ownership resulted from the Offering. The variation in Sprinter's holding is 3.46% and 5.89% on a partially diluted basis.

About Fairchild Gold Corp.

Fairchild Gold Corp. is a public company engaged in the exploration and development of copper, gold and silver assets in North America. The Company's strategy is focused on advancing its Nevada property portfolio through disciplined exploration, strategic transactions and responsible development practices.

Fairchild Gold's recently assembled portfolio of three Nevada properties includes Nevada Titan, Fairchild's flagship property, located in the Goodsprings Mining District, Nevada, an area known for historical high-grade copper, gold and platinum group element mining. More recently, Nevada Titan has also been highlighted for its near-surface antimony and cobalt potential. Fairchild has also entered into a Definitive Agreement and received required shareholder approval toward the acquisition of the Golden Arrow property in the prolific Walker Lane mineral belt. Golden Arrow encompasses two principal resource areas, Gold Coin and Hidden Hill, with a combined measured, indicated and inferred resource base outlined in a National Instrument 43-101 technical report prepared by RESPEC and filed in February 2026. Fairchild's Carlin Queen property is a gold-silver exploration project located near the intersection of the Carlin and Midas-Hollister gold trends. Fairchild intends to leverage Nevada's established mining infrastructure, technical expertise and supportive operating environment as it advances its portfolio of properties.

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 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.sedarplus.ca 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 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.

Not for distribution to U.S. newswire services or for dissemination in the United States

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Source: Fairchild Gold Corp.