FAIR:CC - Fairchild Announces an Increase in the Size of its Private Placement
(TheNewswire)
Vancouver, BC - TheNewswire - January 23, 2023 - Fairchild Gold Corp. (" Fairchild " or the “ Company ”) (TSXV:FAIR) is pleased to announceits intention to increase the size of its non-brokeredprivate placement previously announced on December 21, 2022.
The originally announced non-brokered privateplacement (the " Offering ") was comprised of 10,000,000 units (the" Units ") at a priceof CDN$0.06 per Unit for gross proceeds of up to CDN$600,000. EachUnit will consist of one Common share in the capital of the Company (a“ Share ”) and one wholetransferable Common share purchase warrant (a “ Warrant ”). Each whole Warrant willbe exercisable to acquire one Share at an exercise price of CDN$0.10per Share for a period of 36 months from the date of issuance, subjectto the following acceleration right. If, at any time after the datethat is 4 months and one day after the date of issuance of theWarrant, the average volume weighted trading price of the Company’sCommon shares on the TSX Venture Exchange (or such other stockexchange on which the Common shares may be traded from time to time)is at or above CDN$0.50 per share for a period of 5 consecutivetrading days (the “ TriggeringEvent ”), the Company may at any time , after the TriggeringEvent, accelerate the expiry date of the Warrants by giving tencalendar days notice to the holders of the Warrants, by way of newsrelease, and in such case the Warrants will expire on the first daythat is 30 calendar days after the date on which such notice is givenby the Company announcing the Triggering Event.
Due to an increased interest by investors toparticipate in this Offering, the Company has decided to increase thesize of the Offering to offer up to 12,500,000 Units, an increase of2,500,000 Units.
Certain insiders of the Company may acquire Units in the Offering. Anyparticipation by insiders in the Private Placement would constitute a"related party transaction" as defined under MultilateralInstrument 61-101 Protection of Minority Security Holders in SpecialTransactions (“ MI61-101 ”). However, the Company expects such participationwould be exempt from the formal valuation and minority shareholderapproval requirements of MI 61-101 as the fair market value of theUnits subscribed for by the insiders, nor the consideration for theUnits paid by such insiders, would exceed 25% of the Company's marketcapitalization.
Fairchild intends to use the net proceeds of the Offering for projectexpenditures on its Fairchild Lake Property located approximately 250km northwest of the City of Thunder Bay, in Northwestern Ontario, aswell as general working capital purposes.
The Company may pay finder’s fees on a portion of the Offering,subject to compliance with the policies of the TSX Venture Exchangeand applicable securities legislation.
The Company has closed a first tranche on January 6, 2023. Finalclosing of the Offering is subject to approval of the TSX VentureExchange.
The securities issued under the Offering, and any Shares that may beissuable on exercise of any such securities, will be subject to astatutory hold period expiring four months and one day from the dateof issuance of such securities.
The securities offered have not been registered underthe U.S. Securities Act of 1933, as amended, and may not be offered orsold in the United States absent registration or an applicableexemption from the registration requirements. This news release shallnot constitute an offer to sell or the solicitation of an offer to buynor shall there be any sale of the securities in any State in whichsuch offer, solicitation or sale would be unlawful.
About Fairchild Gold Corp.
Fairchild is engaged in the business of mineralexploration and the acquisition of mineral property assets in Canada.Its objective is to locate and develop economic precious and base –2 – LC301738-1 metal properties of merit and to conduct itsexploration program on the Fairchild Lake Property. The Fairchild LakeProperty consists of 25 single cell and multi cell claims (108 cells)covering an area of 2,224 hectares, located approximately 250kilometers northwest of the city of Thunder Bay in the Patricia MiningDivision, Ontario.
On behalf of the Board ofDirectors
Robert Rosner
Director and Chief Financial Officer
Fairchild Gold Corp.
(866) 497-0284
Neither the TSX Venture Exchange norits Regulation Services Provider (as the term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy of this news release.
Cautionary Statement RegardingForward-Looking Information
Certain information contained in this news release constitutes “forward-lookinginformation” or “forward-looking statements” (collectively, “forward- looking information”). Withoutlimiting the foregoing, such forward-looking information includesstatements regarding the process and completion of the Offering, the use of proceeds of theOffering 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 guaranteesof future performance or results, and will not necessarily be accurateindications of whether, or the times at or by which, such futureperformance 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 unknownrisks, uncertainties, assumptions and other unpredictable factors,many of which are beyond the Company’s control. For additionalinformation with respect to these and other factors and assumptionsunderlying the forward-looking information made in this news release,see the Company’s most recent Management’s Discussion and Analysisand financial statements and other documents filed by the Company withthe Canadian securities commissions and the discussion of risk factorsset out therein. Such documents are available at www.sedar.com under the Company’sprofile and on the Company’s website, https://fairchildgold.com/.The forward-looking information set forth herein reflects theCompany’s expectations as at the date of this news release and issubject to change after such date. The Company disclaims anyNews Release Announcing Offering 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 bylaw.
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