Fairchild Gold Announces Fully Committed Private Placement Financing with a North American Strategic Investor

Vancouver, British Columbia and Las Vegas, Nevada–(Newsfile Corp. – February 19, 2026) – Fairchild Gold Corp. (TSXV: FAIR) (FSE: Y4Y) (OTCQB: FCHDF) (“Fairchild” or the “Company“), is pleased to announce a non-brokered private placement financing (the “Offering“). The fully committed placement, the majority of which is being subscribed to by a North American Strategic Investor, is expected to close on February 20, 2026, subject to customary regulatory approvals.

The Offering will consist of approximately 13.8 million units (the “Units“) at a price of C$0.09 per Unit, for total gross proceeds of C$1,242,000. Each Unit will consist of one common share in the capital of the Company (each, a “Share“) and one common share purchase warrant (a “Warrant“). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.15 per Share for a period of five years from closing of the Offering. The Warrants will include an acceleration clause stating that if the daily volume-weighted average closing price of the Common Shares on the TSX Venture Exchange is at least $0.50 per Common Share for a period of five (5) consecutive trading days, beginning 12 months after the closing date of the Offering (the “Triggering Event“), the Company may, within 5 days of the Triggering Event, accelerate the expiry date of the Warrants. Notice will be provided to the holders of the Warrants by way of a news release, and in such case, the Warrants will expire on the first day that is ten (10) calendar days after the date on which such notice is given.

The Offering is subject to all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The securities issued under the Offering will be subject to a hold period under applicable securities laws in Canada expiring four months and one day from the closing date of the Offering. No finder’s fees will be paid in connection with the Offering. Proceeds of the Offering will be used to advance the Company’s Nevada gold projects and for general working capital purposes.

Nikolas Perrault, CFA, Executive Chairman of Fairchild, stated: “This rapidly executed financing led by a private North American based Strategic Investor is a yet another strong vote of confidence in the Company’s focused value creation strategy and as it prepares for an acceleration of its efforts in Nevada over the next few months.”

This news release does not constitute an offer to sell or 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 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 a MOU 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.

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 Company’s business plans, expectations and objectives, and not limited to the closing of the Offering and receipt of all necessary approvals. 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.

Not for distribution to U.S. news wire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284628