Fairchild Gold Completes Acquisition of Golden Arrow Property

Vancouver, British Columbia–(Newsfile Corp. – August 14, 2026) – Fairchild Gold Corp. (TSXV: FAIR) (“Fairchild” or the “Company“) is pleased to announce that it has completed its acquisition of a 100% interest (the “Transaction“) in the Golden Arrow Property, which consists of 17 patented and 494 unpatented mineral claims located near Tonopah, Nevada, USA (the “Property“) from Emergent Metals Corp. (TSXV: EMR) (“Emergent“) at arm’s length.

Commenting on the Transaction, Nikolas Perrault, CFA, Executive Chairman of Fairchild, stated: “On behalf of the entire Fairchild team, I would like to thank our shareholders for their patience and continued support throughout this process, as well as all parties whose efforts contributed to the successful completion of this Transaction. The acquisition of Golden Arrow marks a significant milestone for Fairchild, and we are grateful for the professionalism, commitment and hard work demonstrated by everyone involved. We look forward to providing updates, in the very near future, regarding our plans for the Property and our strategy for advancing this highly prospective asset.”

As consideration for the Transaction, Emergent has received a combination of cash, common shares, a senior secured promissory note and a net smelter returns royalty, as follows:

• US$600,000 in cash, US$250,000 of which Fairchild previously paid to Emergent as a non-refundable deposit;
• 12,500,000 common shares of the Company at a deemed price of C$0.055 per common share;
• a non-convertible senior secured promissory note in the principal amount of US$3,500,000, bearing interest at 8.5% per annum, payable semi-annually in arrears, and maturing on March 23, 2031, subject to the repayment, waiver and principal step-up provisions described below (the “Note“); and
• a 0.5% net smelter returns royalty on the Property, subject to the buyback rights described below.

In accordance with the plan of operations in respect of the Property as well as the associated reclamation permit, the Company is also required to fund a financial guarantee of approximately US$40,000 to the United States Bureau of Land Management.

Senior Secured Note
Fairchild issued the Note in favor of Emergent as follows:

• Term: Five (5) years from March 23, 2026, being date of the definitive asset purchase agreement governing the Transaction (the “Purchase Agreement“), maturing on March 23, 2031; (the “Maturity Date“);
• Interest Rate: 8.5% per annum, payable semi-annually, in arrears, in cash;
• Security: The Note is secured by a first-ranking security interest over the Property and any related assets acquired by Fairchild pursuant to the Transaction (the “Security“);
• Early repayment: In the event that Fairchild repays (a) at least US$500,000 of the principal amount of the Note immediately upon the closing of a financing by Fairchild for gross proceeds of not less than US$3,000,000, and (b) repays at least an additional US$2,500,000 of the principal amount of the Note, together with any and all accrued and unpaid interest thereon, within a period of six (6) months following the closing date of the Transaction, then Emergent will forfeit and waive the remaining US$500,000 of the principal balance and discharge its security interest;
• Principal Step Up: The principal amount of the Note will automatically increase to US$4,000,000 if the Note remains outstanding after the third anniversary of the date of the Purchase Agreement, and to US$5,000,000 if it remains outstanding after the fourth anniversary of the Purchase Agreement;
• Interest on step-up amounts: no interest shall accrue on any step-up amount for any period prior to the effective date of the step-up, and interest will accrue on any unpaid balances; and
• Security release: Until the principal amount of the Note, together with any and all accrued but unpaid interest thereon, is paid off or retired, Emergent will have a security interest registered against the Property.

Royalty
Fairchild has indirectly granted to Emergent a 0.5% net smelter returns royalty on the Property (the “Royalty“). Fairchild has the option of acquiring the Royalty by paying Emergent US$1,000,000 if the buyback right is exercised prior to the fourth anniversary of the Purchase Agreement. Fairchild shall have the option of acquiring the Royalty by paying Emergent US$1,500,000 if exercised between the fourth and seventh anniversaries of the Purchase Agreement. The buyback rights expire after the seventh anniversary of the Purchase Agreement.

Existing Obligations
Moreover, Fairchild has assumed the following existing royalty obligations relating to the Property:

• a US$25,000 advance minimum royalty per year plus a 3% net smelter returns royalty on six (6) of the unpatented lode mineral claims included in the Property, segregated between three (3) royalty owners as to US$8,333.33 and 1% each;
• a US$25,000 advance minimum royalty per year plus a 3% net smelter returns royalty on all of the unpatented lode mineral claims included in the Property, plus any claims subject to an “area of interest” in respect of the such claims; and
• a 1% net smelter returns royalty on all 17 patented lode mineral claims included in the Property.

Shareholder Approval
The Company obtained shareholder approval in connection of the Transaction on June 9, 2026.

All common shares to be issued in connection with the Transaction are subject to a statutory four-month hold period in accordance with applicable securities laws and the policies of the TSXV. No finder’s fees were be paid in connection with the Transaction.

For additional information concerning the Company and the Transaction, please refer to the Company’s press releases dated June 10, 2026, April 28, 2026, March 31, 2026, March 24, 2026, February 25, 2026 and September 29, 2025, which are available under Fairchild’s SEDAR+ profile at www.sedarplus.ca.

This press release does not constitute an offer to sell nor is a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Fairchild Gold Corp.

Fairchild Gold Corp. is a public company engaged in the exploration and development of copper, gold and silver assets in North America. The Company’s strategy is focused on advancing its Nevada property portfolio through disciplined exploration, strategic transactions and responsible development practices.

Fairchild Gold’s recently assembled portfolio of three 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 and platinum group element mining. More recently, Nevada Titan has also been highlighted for its near-surface antimony and cobalt potential. Fairchild has also acquired the Golden Arrow property, located in the prolific Walker Lane mineral belt. Golden Arrow encompasses two principal resource areas, Gold Coin and Hidden Hill, with a combined measured, indicated and inferred resource base outlined in a National Instrument 43-101 technical report prepared by RESPEC and available on SEDAR+. Fairchild’s Carlin Queen property is a gold-silver exploration project located near the intersection of the Carlin and Midas-Hollister gold trends. Fairchild intends to leverage Nevada’s established mining infrastructure, technical expertise and supportive operating environment as it advances its portfolio of properties.

Investor Relations Services

Subject to TSX Venture Exchange (the “TSXV“) approval, the Company has retained IMPAQ Capital Inc. (“IMPAQ“), a Montreal-based investor relations firm, to provide investor relations services in accordance with TSXV Policy 3.4. Pursuant to an agreement effective August 10, 2026, IMPAQ will provide outreach and investor awareness services to North American investment professionals for a monthly cash fee of $8,500. The agreement has an initial term of six months and automatically renews for successive three-month periods unless terminated and the grant of 450,000 stock options, exercisable at the market price immediately prior to grant, vesting immediately and remaining exercisable for a period of two years, subject to the terms of the Company’s stock option plan. IMPAQ and the Company are arm’s length parties. Neither IMPAQ nor any non-arm’s length party, as defined in TSXV Policy 1.1 (“Non-Arm’s Length Party“), to IMPAQ, currently hold any securities of the Company, although IMPAQ, Non-Arm’s Length Parties to Impaq and/or its clients may hold or acquire securities of the Company from time to time in the future.

Subject to TSXV’s approval, the Company has retained Outside the Box Capital Inc. (“OTBC“) to provide marketing and distribution services for the purpose of communicating information regarding the Company to investors and other interested parties. Services include marketing strategy, social media engagement initiatives, and the dissemination of Company-approved news, announcements and other materials through online platforms and digital channels. Pursuant to an agreement commencing August 10, 2026, and ending February 4, 2027, OTBC will receive a fee of $75,000 on August 10, 2026, plus applicable taxes. No securities or incentive-based compensation will be issued to OTBC under the agreement. OTBC and the Company are arm’s length parties. Neither OTBC nor any Non-Arm’s Length Party to OTBC, currently hold any securities of the Company, although OTBC, Non-Arm’s Length Parties to OTBC and/or its clients may hold or acquire securities of the Company from time to time.

Neither the TSXV nor its Regulation Services Provider (as the term is defined in the policies of the TSXV) 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 Company’s plans and objectives for the Property, the exercise of the Royalty buyback rights, the repayment of the Note, the registration and discharge of the Security, the future performance of the Property, the receipt of TSXV approvals, exploration plans of the Company, corporate and technical objectives, the Company’s ability to advance and develop the Property; the Company’s ability to obtain financing, repay the Note and satisfy its obligations under the Purchase Agreement; and the anticipated benefits of the investor relations and marketing services to be provided by IMPAQ and OTBC. 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 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. Key assumptions include but are not limited to: no material adverse changes to general business, economic, market and political conditions; commodity price and foreign exchange assumptions; inflation and input costs remaining within expectations; the Company’s ability to successfully execute its exploration and development plans; and the Company’s ability to secure additional financing on acceptable terms when required. 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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