FAIR:CC - Fairchild Announces Second Tranche Closing of Private Placement
(TheNewswire)
Vancouver, B C - TheNewswire - January 24,2023 - Fairchild GoldCorp. (" Fairchild "or the “ Company ”) (TSXV:FAIR) is pleased to announcethat it has closed on January 23, 2023, a second tranche of its non-brokered private placement previously announced onDecember 21, 2022.
In connection with the closing of the Offering, the Company issued anaggregate of 5,720,000 units (the “ Units ”) at a price of CDN$0.06 per Unit for gross proceedsof CDN$343,200. Each Unit consists of one Common share in the capitalof the Company (a “ Share ”)and one whole transferable Common share purchase warrant (a “ Warrant ”). Each whole Warrant isexercisable to acquire one Share at an exercise price of CDN$0.10 perShare until January 23, 2026 which is 36 months from the date ofissuance, subject to the following acceleration right. If, at any timeafter the date that is 4 months and one day after the date of issuanceof the Warrant, the average volume weighted trading price of theCompany’s Common shares on the TSX Venture Exchange (or such otherstock exchange on which the Common shares may be traded from time totime) is at or above CDN$0.50 per share for a period of 5 consecutivetrading days (the “ TriggeringEvent ”), in which event the Company may, within 10 days ofthe Triggering Event, accelerate the expiry date of the Warrants bygiving notice thereof 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.
Insiders of the Company acquired an aggregate of 1,000,000 Units inthe Offering, which participation constituted a “related partytransaction” as defined under Multilateral Instrument 61- 101Protection of Minority Security Holders in Special Transactions(“ MI 61-101 ”). Suchparticipation is exempt from the formal valuation and minorityshareholder approval requirements of MI 61-101 as neither the fairmarket value of the Units acquired by the insiders, nor theconsideration for the Units paid by such insiders, exceed 25% of theCompany's market capitalization. As required by MI 61-101, the Companyadvises that it expects to file a material change report relating tothe Offering less than 21 days before completion of the Offering,which is necessary to complete the Offering in an expeditious mannerand is reasonable in the circumstances.
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 will pay aggregate finder’s fees of CDN$8,484 and141,400 Share purchase warrants (the “ Finder’s Warrants ”) in connection with subscriptions fromsubscribers introduced to the Offering by Sherbrooke Street Capital(SSC) Inc. and StephenAvenue Securities Inc. Each Finder’s Warrantis exercisable to acquire one Share in the capital of the Company atan exercise price of CDN$0.15 per Share until January 23, 2025, whichis 24 months from the date of issuance.
The Company has closed a first tranche on January 6, 2023. TheOffering remains subject to final approval of the TSX VentureExchange. The Company may close additional tranches of the Offering upto an additional amount of CDN $163,810.
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 beunlawful.
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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