FAIR:CC - Fairchild Announces Third and Final Tranche Closing of Private Placement
(TheNewswire)
Vancouver, B C - TheNewswire - January 26, 2023 - Fairchild GoldCorp. (" Fairchild "or the “ Company ”) (TSXV:FAIR) is pleased to announcethat it has closed on January 26 , 2023,a third tranche of its non-brokered private placementpreviously announced on December 21, 2022.
In connection with the third closing of the Offering, the Companyissued an aggregate of 2,730,000 units (the “ Units ”) at a price of CDN$0.06 perUnit for gross proceeds of CDN$163,800. Each Unit consists of oneCommon share in the capital of the Company (a “ Share ”) and one whole transferableCommon share purchase warrant (a “ Warrant ”). Each whole Warrant is exercisable to acquire oneShare at an exercise price of CDN$0.10 per Share until January 26,2026 which is 36 months from the date of issuance, subject to thefollowing acceleration right. If, at any time after the date that is 4months and one day after the date of issuance of the Warrant, theaverage volume weighted trading price of the Company’s Common shareson the TSX Venture Exchange (or such other stock exchange on which theCommon shares may be traded from time to time) is at or above CDN$0.50per share for a period of 5 consecutive trading days (the “ Triggering Event ”), in which eventthe Company may, within 10 days of the Triggering Event, acceleratethe expiry date of the Warrants by giving notice thereof to theholders of the Warrants, by way of news release, and in such case theWarrants will expire on the first day that is 30 calendar days afterthe date on which such notice is given by the Company announcing theTriggering Event.
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$2,100 and 35,000Share purchase warrants (the “ Finder’s Warrants ”) in connection with subscriptions fromsubscribers introduced to the Offering by Leede Jones Gable Inc. EachFinder’s Warrant is exercisable to acquire one Share in the capitalof the Company at an exercise price of CDN$0.15 per Share untilJanuary 26, 2025, which is 24 months from the date of issuance.
The Company has closed a first tranche on January 6, 2023 and a secondtranche on January 23, 2023. The Offering remains subject to finalapproval of the TSX Venture Exchange.
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 Mining Division, 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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