FAIR:CC - Fairchild Closes Private Placement
(TheNewswire)
Vancouver, British Columbia – TheNewswire - January 6, 2023 --Fairchild Gold Corp. (TSXV:FAIR) (" Fairchild " orthe “ Company ”) is pleased to announce that it has completed the firsttranche of a non-brokered private placement (the " Offering ")described in its news release of December 21, 2022. In connection withthe closing of the Offering, the Company issued an aggregate of4,049,835 units (the " Units ") at a price of CDN$0.06 per Unitfor gross proceeds of CDN$242,990. Each Unit consists of one Commonshare in the capital of the Company (a “ Share ”) and onewhole transferable Common share purchase warrant (a “ Warrant ”). Eachwhole Warrant is exercisable to acquire one Share at an exercise priceof CDN$0.10 per Share until January 6, 2026 which is 36 months fromthe date of issuance, subject to the following acceleration right. If,at any time after the date that is 4 months and one day after the dateof issuance of the Warrant, the average volume weighted trading priceof the Company’s Common shares on the TSX Venture Exchange (or suchother stock exchange on which the Common shares may be traded fromtime to time) is at or above CDN$0.50 per share for a period of 5consecutive trading days (the “ Triggering Event ”), in which event theCompany may, within 10 days of the Triggering Event, accelerate theexpiry date of the Warrants by giving notice thereof to the holders ofthe Warrants, by way of news release, and in such case the Warrantswill expire on the first day that is 30 calendar days after the dateon which such notice is given by the Company announcing the TriggeringEvent.
Insiders of the Company acquired an aggregate of883,335 Units in the Offering, which participation constituted a"related party transaction" as defined under MultilateralInstrument 61-101 Protection of Minority Security Holders in SpecialTransactions (“ MI61-101 ”). Such participation is exempt fromthe formal valuation and minority shareholder approval requirements ofMI 61-101 as neither the fair market value of the Units acquired bythe insiders, nor the consideration for the Units paid by suchinsiders, exceed 25% of the Company's market capitalization. Asrequired by MI 61-101, the Company advises that it expects to file amaterial change report relating to the Offering less than 21 daysbefore completion of the Offering, which is necessary to complete theOffering in an expeditious manner and is reasonable in thecircumstances.
Fairchild intends to use the net proceeds of theOffering for project expenditures on its Fairchild Lake Propertylocated approximately 250 km northwest of the City of Thunder Bay, inNorthwestern Ontario, as well as general working capitalpurposes.
The Company will pay aggregate finder’s fees ofCDN$9,099.30 and 81,655 Share purchase warrants (the “ Finder’s Warrants ”) in connection with subscriptions from subscribersintroduced to the Offering by Leede Jones Gable Inc., Research CapitalCorporation and Desjardins Securities Inc. Each Finder’s Warrant isexercisable to acquire one Share in the capital of the Company at anexercise price of CDN$0.15 per Share until January 6, 2025, which is24 months from the date of issuance.
The Offering remains subject to final approval of theTSX Venture Exchange. The Company may close additional tranches of theOffering up to an additional amount of $357,010.
The securities issued under the Offering, and anyShares that may be issuable on exercise of any such securities, willbe subject to a statutory hold period expiring four months and one dayfrom the date of issuance of such securities.
About Fairchild
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.
Robert Rosner
Director and Chief Financial Officer
Fairchild Gold Corp.
rrosner@fairchildgold.com
Neither the TSX Venture Exchange nor its RegulationServices Provider (as the term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy of this newsrelease.
This news release does not constitute an offer to sellor a solicitation of an offer to buy any of the securities in theUnited States. The securities have not been and will not be registeredunder the United States Securities Act of 1933, as amended (the"U.S. Securities Act"), or any state securities laws and maynot be offered or sold within the United States or to U.S. Personsunless registered under the U.S. Securities Act and applicable statesecurities laws or an exemption from such registration isavailable.
Cautionary Statement RegardingForward-Looking Information
Certain information contained in this newsrelease constitutes “forward-looking information” or“forward-looking statements” (collectively, “forward- lookinginformation”). Without limiting the foregoing, such forward-lookinginformation includes statements regarding the process and completionof the Offering, the use of proceeds of the Offering and anystatements regarding the Company’s business plans, expectations andobjectives. 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 areused to identify forward-looking information. Forward-lookinginformation should not be read as guarantees of future performance orresults, and will not necessarily be accurate indications of whether,or the times at or by which, such future performance will be achieved.Forward-looking information is based on information available at thetime and/or the Company management’s good faith belief with respectto future events and is subject to known or unknown risks,uncertainties, assumptions and other unpredictable factors, many ofwhich are beyond the Company’s control. For additional informationwith respect to these and other factors and assumptions underlying theforward-looking information made in this news release, see theCompany’s most recent Management’s Discussion and Analysis andfinancial statements and other documents filed by the Company with theCanadian securities commissions and the discussion of risk factors setout therein. Such documents are available at www.sedar.com under theCompany’s profile and on the Company’s website,https://fairchildgold.com/. The forward-looking information set forthherein reflects the Company’s expectations as at the date of thisnews release and is subject to change after such date. The Companydisclaims any intention or obligation to update or revise anyforward-looking information, whether as a result of new information,future events or otherwise, other than as required by law.
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