Vancouver, British Columbia and Las Vegas, Nevada–(Newsfile Corp. – April 28, 2026) – Fairchild Gold Corp. (TSXV: FAIR) (FSE: Y4Y) (OTCQB: FCHDF) (“Fairchild” or the “Company“) is pleased to announce, further to its news releases dated September 29, 2025, March 24, 2026, and March 31, 2026, that it has received clearance to proceed with seeking shareholder approval to complete its acquisition of the Golden Arrow Property (the “Property“) from Emergent Metals Corp. (“Emergent“) (collectively, the “Transaction“). Shareholder approval is required per TSX Venture Exchanges (the “TSXV“) policies as the consideration payable for the Transaction exceeds the expenditures incurred by Emergent on the Property; however, such expenditures represent only a fraction of the total historical expenditures incurred on the Property to date.
In connection with the Transaction, the Company is in the process of preparing a management information circular (the “Circular“) and related proxy materials (the “Meeting Materials“) to holders (“Shareholders“) of common shares of the Company (“Shares“) in connection with the special meeting of Shareholders to be held at 8:00 a.m. (Vancouver time) on June 9, 2026 (the “Meeting“). The Meeting Materials will be mailed to Shareholders of record as of May 1, 2026.
At the Meeting, Shareholders will be asked to consider, and if deemed advisable, approve the Transaction under the terms and conditions of the asset purchase agreement dated March 23, 2026 between the Company and Emergent, and their respective subsidiaries (the “Shareholder Approval“). Emergent, nor its Associates or Affiliates (as such terms are defined in the TSXV Policy 1.1) hold any Shares of the Company.
The Circular contains, among other things, details concerning the Transaction, the background to and reasons for the favourable recommendation of the Transaction, the requirements for the Transaction to become effective, procedures for voting at the Meeting and other related matters.
Shareholders are urged to carefully review the Circular and accompanying materials as they contain important information regarding the Transaction and its consequences to Shareholders.
A copy of the Circular and related proxy materials will be made available under the Company’s SEDAR+ profile at www.sedarplus.ca.
Closing of the Transaction is subject to Shareholder Approval, receipt of all necessary regulatory approvals, including final approval of the Exchange, and other customary closing conditions, and is expected to occur in June 2026.
Additional Information
The Company will provide further details in respect of the Transaction in due course by way of one or more press releases.
The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
About Fairchild Gold Corp.
Fairchild Gold Corp. is a public company engaged in the business of mineral exploration and development of copper, gold and silver assets in mining-friendly jurisdictions across North America. The company is committed to identifying and developing high-quality resource properties in Nevada with strong geological resource potential. Its strategy focuses on creating long-term shareholder value through disciplined exploration, strategic partnerships, and responsible development practices.
Fairchild Gold’s recently assembled trinity of Nevada properties includes Nevada Titan, Fairchild’s flagship property, located in the Goodsprings Mining District, Nevada, an area known for historical high-grade copper-gold-PGEs mining. In more recent times, Nevada Titan was also highlighted for its near surface Antimony and Cobalt potential. That was followed by an asset purchase agreement towards the acquisition of the Golden Arrow property in the prolific Walker Lane Shear Zone, encompassing two principal resource areas, Gold Coin and Hidden Hill, with a combined measured + indicated and inferred resource base outlined in an NI 43-101 report written by Mine Development Associates.
Finally, Fairchild’s Carlin Queen property, an advanced-stage gold-silver project located at the intersection of the Carlin and Midas-Hollister gold trends. Fairchild Gold is leveraging the potential of all these three properties by utilizing the outstanding mineral resources support Nevada provides.
On behalf of the Board of Directors
Nikolas Perrault, CFA
Executive Chairman
Fairchild Gold Corp.
info@fairchildgold.com; nikolas@fairchildgold.com
(866) 497-0284
www.fairchildgold.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this news release.
Cautionary Statement Regarding Forward-Looking Information
Certain information contained in this news release constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward- looking information”). Without limiting the foregoing, such forward-looking information includes statements regarding the potential of the Golden Arrow Project and strategic plans, including but not limited to the completion of the Transaction, timely receipt of all necessary approvals, including any requisite approval of the TSXV and the shareholders of the Company, exploration plans of the Company, and corporate and technical 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 guarantees of future performance or results, 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 the time and/or the Company management’s good faith belief with respect to future events and is subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond the Company’s control. For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company’s most recent Management’s Discussion and Analysis and financial statements and other documents filed by the Company with the Canadian securities commissions and the discussion of risk factors set out therein. Such documents are available at www.sedarplus.ca under the Company’s profile and on the Company’s website, https://fairchildgold.com/. The forward-looking information set forth herein reflects the Company’s expectations as at the date of this news release and is subject to change after such date. The Company disclaims any 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 by law.
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