Fairchild Gold completes Golden Arrow property acquisition

Vancouver, British Columbia--(Newsfile Corp. - August 14, 2026) - Fairchild Gold Corp. (TSXV: FAIR) ( " Fairchild " or the " Company ") is pleased to announce that it has completed its acquisition of a 100% interest (the " Transaction ") in the Golden Arrow Property, which consists of 17 patented and 494 unpatented mineral claims located near Tonopah, Nevada, USA (the " Property ") from Emergent Metals Corp. (TSXV: EMR) (" Emergent ") at arm's length.

Commenting on the Transaction, Nikolas Perrault, CFA, Executive Chairman of Fairchild, stated: "On behalf of the entire Fairchild team, I would like to thank our shareholders for their patience and continued support throughout this process, as well as all parties whose efforts contributed to the successful completion of this Transaction. The acquisition of Golden Arrow marks a significant milestone for Fairchild, and we are grateful for the professionalism, commitment and hard work demonstrated by everyone involved. We look forward to providing updates, in the very near future, regarding our plans for the Property and our strategy for advancing this highly prospective asset."

As consideration for the Transaction, Emergent has received a combination of cash, common shares, a senior secured promissory note and a net smelter returns royalty, as follows:

US$600,000 in cash, US$250,000 of which Fairchild previously paid to Emergent as a non-refundable deposit;

12,500,000 common shares of the Company at a deemed price of C$0.055 per common share;

a non-convertible senior secured promissory note in the principal amount of US$3,500,000, bearing interest at 8.5% per annum, payable semi-annually in arrears, and maturing on March 23, 2031, subject to the repayment, waiver and principal step-up provisions described below (the " Note "); and

a 0.5% net smelter returns royalty on the Property, subject to the buyback rights described below.

In accordance with the plan of operations in respect of the Property as well as the associated reclamation permit, the Company is also required to fund a financial guarantee of approximately US$40,000 to the United States Bureau of Land Management.

Senior Secured Note Fairchild issued the Note in favor of Emergent as follows:

Term: Five (5) years from March 23, 2026, being date of the definitive asset purchase agreement governing the Transaction (the " Purchase Agreement "), maturing on March 23, 2031; (the " Maturity Date ");

Interest Rate: 8.5% per annum, payable semi-annually, in arrears, in cash;

Security: The Note is secured by a first-ranking security interest over the Property and any related assets acquired by Fairchild pursuant to the Transaction (the " Security ");

Early repayment: In the event that Fairchild repays (a) at least US$500,000 of the principal amount of the Note immediately upon the closing of a financing by Fairchild for gross proceeds of not less than US$3,000,000, and (b) repays at least an additional US$2,500,000 of the principal amount of the Note, together with any and all accrued and unpaid interest thereon, within a period of six (6) months following the closing date of the Transaction, then Emergent will forfeit and waive the remaining US$500,000 of the principal balance and discharge its security interest;