Sprinter LLC increases stake in Fairchild Gold to become largest shareholder

Vancouver, British Columbia and Las Vegas, Nevada--(Newsfile Corp. - July 14, 2026) - Fairchild Gold Corp. (TSXV: FAIR)  ("Fairchild" or the "Company") announces that it expects to close, subject to the satisfaction of applicable closing conditions and the approval of the TSX Venture Exchange, a first tranche of approximately C$1.2 million under a non-brokered private placement financing for aggregate gross proceeds of up to C$1.8 million (the "Offering"). The Offering is being led and supported by Sprinter LLC ("Sprinter"), an existing significant investor in Fairchild. Based on current subscription commitments and assuming completion of the first tranche as contemplated, Sprinter is expected to become Fairchild's largest shareholder.

Sprinter's proposed additional investment would represent a significant increase in its position in Fairchild and is expected to provide additional financial support as the Company works toward completing its acquisition of the Golden Arrow Project and advancing its Nevada-focused strategy. Sprinter's management team has experience in the merchant wholesaling of diesel, sugar and other physical commodities, as well as in structuring and trading financial products. The Company believes that Sprinter's experience and relationships may potentially support future opportunities involving vertical supply chain integration, refining and project financing.

No definitive arrangements relating to any such opportunities have been entered into, and there can be no assurance that any such opportunities will be pursued or completed. In connection with the anticipated closing of the first tranche of the Offering, the Company expects to issue approximately 20,000,000 units (the "Units") at a price of C$0.06 per Unit. Each Unit will consist of one common share (a "Common Share") in the capital of the Company and one common share purchase warrant (a "Warrant").

Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of C$0.10 for a period of sixty months from the date of issuance. "Through a series of investments over the last 15 months, Sprinter has become a significant supporting shareholder of Fairchild. We appreciate Sprinter's continued support as the Company advances its Nevada asset portfolio and works toward completing the Golden Arrow acquisition," said Nikolas Perrault, CFA, Executive Chairman of Fairchild Gold.

"Subject to completion of the Offering, we believe this increased investment would further align Sprinter with Fairchild's long-term strategy." 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, or longer for certain subscribers. The Offering remains subject to the approval of the TSX Venture Exchange. The Company intends to use the net proceeds of the Offering to complete the closing of the Golden Arrow Project acquisition and for general working capital purposes.

The Company expects certain insiders of the Company to participate in the Private Placement. Any participation by insiders in the Private Placement constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). However, the Company expects to rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact that neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, would exceed 25% of the Company's market capitalization.