Fairchild Gold closes private placement financing

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.