FAIRCHILD

GOLD CORP

NOTICE OF SPECIAL MEETING AND

MANAGEMENT INFORMATION CIRCULAR DATED MAY 5, 2026

WITH RESPECT TO THE SPECIAL MEETING

OF SHAREHOLDERS TO BE HELD ON JUNE 9, 2026

LETTER TO SHAREHOLDERS

May 5, 2026

Dear shareholders of Fairchild Gold Corp. (the "Company"),

On behalf of Fairchild Gold Corp.'s board of directors, we are pleased to invite you to join us at a special meeting (the "Meeting"), which will be held on June 9, 2026, at 8 a.m. (Pacific Time), virtually, by videoconference.

On March 24, 2026, the Company announced that it had entered into a Definitive Asset Purchase Agreement dated March 23, 2026 (the "Purchase Agreement") with Emergent Metals Corp. ("Emergent"), as well as both parties' subsidiaries, Fairchild Gold (NV) Inc. ("Fairchild Nevada") and Golden Arrow Mining Corporation ("GAMC"), respectively, pursuant to which the Fairchild Nevada has agreed to acquire, free and clear of all encumbrances (except for certain royalties described in the accompanying circular), the Golden Arrow Property, a well-advanced, past-producing gold and silver property strategically located along the Walker Lane Shear Zone in Nevada (the "Property") for aggregate consideration of up to $5 million (the "Proposed Transaction"). The consideration payable under the Proposed Transaction consists of:

an aggregate of 12,500,000 common shares of the Company (the "Consideration Shares") to be issued to Emergent, at a deemed price per Consideration Share equal to the closing market price of the common shares of the Company in the last trading date prior to the closing date of the Proposed Transaction (the "Closing Date");
an aggregate of USD$600,000 in cash (the "Consideration Cash") payable to the Emergent as follows:

(a) USD$250,000 already paid to Emergent, as a non-refundable deposit;
(b) USD$350,000 on the Closing Date;

USD$3,500,000 in the form of a non-convertible senior secured note, as described in the accompanying circular (the "Note"); and
A 0.5% certain net smelter returns royalties to be granted by Fairchild Nevada in respect of the Property to GAMC.

The Company is also required to fund ~US$40,000 reclamation bond upon the closing of the Proposed Transaction and assume existing royalties on the Property, as more particularly described herein.

Closing of the Proposed Transaction is subject to (among other customary conditions):

approval of shareholders of the Company (excluding Emergent and its respective "Affiliates" and "Associates", each as defined in TSX Venture Exchange Policy 1.1 (the "Affiliates" and "Associates", respectively)); and
approval of the TSX Venture Exchange (the "TSXV").

At the Meeting, we will be seeking your approval for the Proposed Transaction. The Proposed Transaction is not considered as a related party transaction pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSXV Policy 5.9, As of the date of entering into the Purchase Agreement, Emergent and its insiders do not own or control any common shares in the capital of the Company. The Company is seeking shareholders approval pursuant to TSXV Policy 5.3, because the consideration for the Proposed Transaction exceeds the expenditures incurred by Emergent on the Property, the latter however, representing only a fraction of the historical expenditures on the Property to date.

Emergent, its Associates, and their Affiliates would be excluded from voting to the extent required. However, as none of these parties owns any voting securities of the Company, no shareholder will be excluded for the purposes of the approval of the Proposed Transaction per TSXV Policy 5.3.

This management information circular and the accompanying materials outline the business to be conducted at the Meeting in further detail. We strongly encourage you to read this material in advance of the Meeting and take the opportunity to participate in the approval process for the Proposed Transaction, in person or by proxy. We appreciate your participation in this important process and look forward to seeing you at the Meeting.

Sincerely,

(s) “Nikolas Perrault”

Nikolas Perrault
Executive Chairman and Director
Fairchild Gold Corp.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 9, 2026

TO: The shareholders of FAIRCHILD GOLD CORP.

TAKE NOTICE that the special meeting (the “Meeting”) of shareholders of Fairchild Gold Corp. (the “Company”) will be held in virtual format only. Registered shareholders, proxyholders and appointees will all have an equal opportunity to participate at the Meeting online, regardless of their geographic location. However, the vast majority of shareholders vote by proxy in advance, and you are encouraged to vote by proxy ahead of the Meeting.

NOTICE IS HEREBY GIVEN that the Meeting of shareholders of FAIRCHILD GOLD CORP. will be held via TEAMS meeting: Meeting ID: 286 599 764 299 151; Passcode: tZ3VT7kA; Meeting Hyperlink: Link on June 9, 2026 at 8:00 am (Pacific Time), for the following purposes:

To consider and, if thought fit, to pass a resolution (the full text of which is set forth on Schedule A of the management information circular accompanying this Notice (the “Information Circular”)) to ratify, confirm and approve the Proposed Transaction (as defined, and more particularly described, in the Information Circular); and
To transact such other business as may properly come before the Meeting or any adjournments thereof.

The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying this Notice and the Information Circular is a form of proxy for use at the Meeting. Any adjourned meeting resulting from an adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only shareholders of record at the close of business on May 1, 2026 will be entitled to receive notice of and vote at the Meeting.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. If you are unable to attend the Meeting in person, please read the Information Circular and enclosed proxy (the “Proxy”) and then complete, sign, date and return the Proxy, together with the power of attorney or other authority, if any, under which it was signed or a notarially certified copy to the Company’s registrar and transfer agent, Endeavor Trust Corporation (“Endeavor”), 702-777 Hornby Street, Vancouver, BC V6Z 1S4 at least 48 hours (excluding Saturdays, Sundays and holidays) before the time fixed for the Meeting or any adjournment. Failure to do so may result in your shares not being voted at the Meeting. As set out in the notes to the Proxy, the Proxy is solicited by management, but you may amend it, if you so desire, by striking out the names listed on it and inserting in the space provided the name of the person you wish to have represent you at the Meeting. Unregistered shareholders who received the Proxy through an intermediary must deliver the proxy in accordance with the instructions given by the intermediary.

DATED at Vancouver, British Columbia, this 5th day of May, 2026.

FAIRCHILD GOLD CORP.

5
"Nikolas Perrault"

Nikolas Perrault

Executive Chairman and Director

INFORMATION CIRCULAR

Cautionary Statement Regarding Forward-Looking Information

This Information Circular contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of Fairchild Gold Corp. (the “Company”), and include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “seeks”, “intends”, “targets”, “projects”, “forecasts”, “views”, “potential”, “likely”, or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”.

Forward-looking statements contained in this Information Circular include, but are not limited to, statements relating to the following:

i) expectations regarding the Proposed Transaction (as defined below), including the satisfaction of conditions and approvals required to complete the Proposed Transaction and the anticipated timing of completion thereof, if at all;

ii) the anticipated benefits of the Proposed Transaction, including the strategic value of the Property (as defined below) and the anticipated exploration opportunities;

iii) expectations regarding the Company’s planned exploration activities on the Property and the anticipated timing thereof;

iv) transaction expenses, and the advancement of exploration and development of the Property;

v) expectations regarding the anticipated capital structure of the Company following completion of the Proposed Transaction, including the ownership position of Emergent; and

vi) expectations regarding the receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange (“TSXV”).

There can be no assurance that the Proposed Transaction will be completed or that the anticipated benefits of the Proposed Transaction will be realized. Completion of the Proposed Transaction is subject to certain conditions, including the approval of the shareholders of the Company, regulatory approvals and other customary closing conditions, and there can be no assurance that any such approvals will be obtained or that any such conditions will be satisfied or waived. The Proposed Transaction could be modified, restructured or terminated.

The forward-looking statements contained in this Information Circular are based on opinions, assumptions and estimates made by management of the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct. Accordingly, readers should not place undue reliance on forward-looking statements because they are subject to a number of risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond the control of the Company. The following risk factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the occurrence of any event, change or other circumstances that could give rise to the right of one or more parties to terminate the Proposed Transaction; the inability to satisfy the conditions to closing of the Proposed Transaction, including the failure to obtain shareholder approval or regulatory approvals on the expected terms and timeline; a delay in the closing of the Proposed Transaction; general political, economic and market conditions; liquidity risks; reliance on key personnel; use of available funds; price volatility of the Common Shares (as herein defined); limited market for securities; no dividends; conflicts of interest; equity dilution; the speculative nature of mineral exploration activities; fluctuating commodity prices; competition in the mining industry; exploration and mining risks, including risks related to the Property; property title risks; litigation and legal claims; health and safety risks; changes in governmental regulations and policies; failure to obtain applicable licenses and permits; environmental risks and liabilities; rights of

Indigenous peoples; climate change; lack of infrastructure; input costs and availability of services and equipment; currency fluctuations; reclamation costs; possible loss of interests in exploration properties; inflation risks; global financial risks; and development and operating risks.

For a more detailed discussion of risk factors in connection with the Company, please also see the information under “Risks and Uncertainties” in the management’s discussion and analysis of the Company, available on SEDAR+ at www.sedarplus.ca. The Company qualifies any and all of its forward-looking statements by these cautionary factors. The foregoing list of important factors that may affect future results is not exhaustive. When relying on forward looking statements contained in this Information Circular, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The forward-looking statements contained in this Information Circular are made as of the date hereof and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.

The information contained in this Information Circular, unless otherwise indicated, is as of May 6, 2026.

This Information Circular is being mailed by the management of the Company to everyone who was a shareholder of record of the Company on May 1, 2026, which is the date that has been fixed by the directors of the Company as the record date to determine the shareholders who are entitled to receive notice of the Meeting.

This Information Circular is furnished in connection with the solicitation of proxies by and on behalf of management for use at the annual general and special meeting of the shareholders of the Company that is to be held on at the time and place and for the purposes set forth in the attached Notice of Meeting, and at any adjournment thereof. The enclosed proxy is being solicited by the management of the Company and the cost of this solicitation will be borne by the Company. The solicitation will be conducted primarily by mail but proxies may also be solicited personally by officers, employees or agents of the Company, but without additional compensation.

No person has been authorized to give any information or to make any representation in connection other than those contained in this Information Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Company.

If you cannot attend the Meeting, complete and return the enclosed form of proxy in accordance with the instructions contained therein.

This Information Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Information Circular should not be construed as legal, tax or financial advice and the Company Shareholders are urged to consult their own professional advisers in connection therewith.

Under the Company’s articles, at least one person who is, or who represents by Proxy, one or more shareholders who, in the aggregate, hold at least one-twentieth of the issued shares entitled to be voted at the Meeting, must be present in person or represented by Proxy before any action may validly be taken at the Meeting. If such a quorum is not present in person or by Proxy, the Meeting will be rescheduled.

HOW A VOTE IS PASSED

All matters that will come to a vote at the Meeting, as described in the attached Notice of Meeting, are ordinary resolutions and can be passed by a simple majority – that is, if more than half of the votes that are cast are in favor, then the resolution is approved (an “ordinary resolution”) or, in the event of the Special Resolution, it must be approved by: (i) an affirmative vote of at least two-thirds (66 2/3%) of the votes cast at the Meeting in person or by proxy; and (ii) a majority of the votes cast at the Meeting in person or by proxy excluding votes cast by certain directors, senior officers and principal Shareholders, as the case may be, pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

WHO CAN VOTE?

If you are a registered shareholder of Fairchild Gold Corp. as at May 1, 2026, you are entitled to notice of and to attend at the Meeting and cast a vote for each share registered in your name on all resolutions put before the Meeting. If the shares are

registered in the name of a corporation, a duly authorized officer of said corporation may attend on its behalf, but documentation indicating the officer’s authority should be presented at the Meeting. If you are a registered shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxy holder to vote in accordance with your instructions (see “VOTING BY PROXY” below). If your shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer or other financial institution) you should refer to the section entitled “BENEFICIAL SHAREHOLDERS”, below.

It is important that your shares be represented at the Meeting regardless of the number of shares you hold. If you will not be attending the Meeting in person, the Company invites you to complete, date, sign and return your form of proxy as soon as possible so that your shares will be represented.

VOTING BY PROXY

If you do not come to the Meeting, you can still make your votes count by voting over the internet or by facsimile (see proxy for instructions) or by appointing someone who will be there to act as your proxy holder. You can either tell that person how you want to vote, or you can let him or her decide for you. You can do this by completing a form of proxy.

WHAT IS A PROXY?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. A form of proxy is enclosed with this Information Circular. You should use it to appoint a proxy holder, although you can also use any other legal form of proxy.

In order to be valid, you must return the completed form of proxy to the Company’s transfer agent, Endeavor Trust Corporation, not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting or any adjournment thereof.

APPOINTING A PROXYHOLDER

You can choose any individual to be your proxy holder. It is not necessary for the person whom you choose to be a shareholder. To make such an appointment, simply fill in the person’s name in the blank space provided in the enclosed form of proxy. To vote your shares, your proxy holder must attend the Meeting. If you do not fill in a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy will be deemed to be appointed to act as your proxy holder. Such persons are directors and/or officers of Fairchild Gold Corp. (the “Management Proxy holders”).

INSTRUCTING YOUR PROXY

You may indicate on your form of proxy how you wish your proxy holder to vote your shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxy holder must vote your shares according to your instructions.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxy holder can vote your shares as he or she thinks fit.

At the time of printing this Information Circular, the management of Fairchild Gold Corp. is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

If you have appointed the Management Proxy holders as your proxy holder, they will, unless you give contrary instructions, vote your shares at the Meeting as follows:

FOR the approval of the Proposed Transaction; and
FOR any other matters that come before the Meeting.

REVOKING YOUR PROXY IF YOU CHANGE YOUR MIND

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by:

(a) attending the Meeting and voting in person virtually;
(b) signing a proxy bearing a later date;
(c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to Fairchild Gold Corp. at 615-800 W. Pender St., Vancouver, British Columbia, V6C 2V6, Canada; or
(d) any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 5:00 in the afternoon (Pacific Time) on the last business day before the day of the Meeting, or any adjournment thereof, or delivered to the person presiding at the Meeting before it (or any adjournment) commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares but to do so you must attend the Meeting in person.

Only registered shareholders may revoke a proxy. If your shares are not registered in your own name and you wish to change your vote, you must, at least seven (7) days before the Meeting, arrange for your nominee to revoke your proxy on your behalf (see below under "Non-Registered Shareholders").

REGISTERED SHAREHOLDERS

Registered Shareholders may wish to vote by Proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a Proxy may do so by completing, dating and signing the enclosed form of Proxy and returning it to the Company's transfer agent not less than 48 hours (excluding Saturdays and holidays) before the time fixed for the Meeting or any adjournment(s) or postponement(s) of the Meeting.

BENEFICIAL SHAREHOLDERS

The following information is significant to shareholders who do not hold common shares in their own name.

Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of common shares) or as set out in the following disclosure.

If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in the shareholder's name on the records of the Company. Such common shares will more likely be registered under the names of the shareholder's broker or an agent of that broker (an "intermediary"). In the United States, the vast majority of such common shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial owners - those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for Non-Objecting Beneficial Owners).

These securityholder materials are being sent to both registered and NOBO owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

Beneficial Shareholders should follow the instructions of their intermediary carefully to ensure that their common shares are voted at the Meeting. The Company does not intend to pay for Intermediaries to forward to objecting Beneficial Shareholders under NI 54-101 the proxy-related materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary. OBOs will not receive such materials unless the objecting Beneficial Shareholder’s Intermediary assumes the cost of delivery.

The form of proxy supplied to you by your broker will be similar to the proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your common shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your common shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your common shares at the Meeting and that person may be you. To exercise this right, you should insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting and the appointment of any shareholder’s representative.

If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your common shares voted or to have an alternate representative duly appointed to attend and to vote your common shares at the Meeting.

SHAREHOLDERS IN THE UNITED STATES

The solicitation of proxies involves securities of an issuer located in Canada and is being completed in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia) (the “BCA” and the “Act”),

as amended, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

VOTES NECESSARY TO PASS THE TRANSACTION RESOLUTION

The resolution (the “Transaction Resolution”) approving the Proposed Transaction (as defined below), requires “disinterested shareholder approval” in accordance with TSXV Policy 5.3. Such approval requires that a simple majority (more than 50%) of the votes cast at the Meeting by holders of common shares, voting as a single class, be cast in favour of such resolution, excluding the votes attached to any common shares held by any “related parties”. Emergent, its Associates and their Affiliates would be excluded from voting to the extent required. However, as none of these parties owns any voting securities of the Company, to the extent known after reasonable inquiry as of the date of this Information Circular, no common shares will be excluded from the vote. Accordingly, the approval will be determined by a simple majority of the votes cast by the remaining holders of common shares who are entitled to vote at the Meeting.

No dissent or appraisal rights are available to holders of common shares in connection with the Proposed Transaction under applicable law or otherwise.

OUTSTANDING CAPITAL SHARES

The Company has only one class of shares entitled to be voted at the Meeting, namely, common shares. Each shareholder is entitled to one vote per share registered in his or her name. According to the records of the Company’s transfer agent as of May 1, 2026, there were 179,614,447 common shares issued and outstanding.

PRINCIPAL HOLDERS OF SHARES

Only those common shareholders of record on May 1, 2026 will be entitled to vote at the Meeting or any adjournment thereof. To the knowledge of the directors and executive officers of the Company, as at the date of this Information Circular, no persons or companies beneficially own, or control or direct, directly or indirectly, voting securities carrying 10% or more of the outstanding voting rights attached to all shares of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

Summary of the Proposed Transaction

On March 23, 2026, the Company entered into the Purchase Agreement with Emergent, along with their respective subsidiaries, Fairchild Nevada and GAMC, pursuant to which the Fairchild Nevada has agreed to acquire, free and clear of all encumbrances (other than the Encumbered Claims (as defined below) and the GAMC NSR Agreement), the Property for aggregate consideration of approximately USD$5 million (the “Proposed Transaction”).

The Proposed Transaction is an arm’s length transaction and does not constitute related party transaction as defined in MI 61-101 and Policy 5.9 of the TSXV.

The Property

The Property is an advanced-stage gold and silver exploration property consisting of 17 patented and 494 unpatented mineral claims located near Tonopah, Nevada, in Nye County, Nevada.

Figure 1: Location Map of the Property

For further details on the Property, please refer to the Company's news release dated February 26, 2026 and a copy of the National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") technical report prepared in respect of the Property, which filed on the Company's SEDAR+ profile at www.sedarplus.ca prior to the Meeting.

Consideration

The consideration payable under the Proposed Transaction consists of:

(i) an aggregate of 12,500,000 common shares (the "Consideration Shares") at a deemed price per Consideration Share equal to the closing market price of the common shares of the Company in the last trading date prior to the closing date of the Proposed Transaction (the "Closing Date");
(ii) an aggregate of USD$600,000 in cash (the "Consideration Cash") payable to the Emergent as follows:

(a) USD$250,000 already paid to Emergent, as a non-refundable deposit;
(b) USD$350,000 on the Closing Date;

(iii) USD$3,500,000 in the form of a non-convertible senior secured note, as described in the accompanying circular (the "Note") (see "Senior Secured Note" below); and
(iv) A $0.5\%$ certain net smelter returns royalties to be granted by Fairchild Nevada in respect of the Property to GAMC (see "Net Smelter Returns Royalties" below).

The Company is also required to fund $\sim$ US$40,000 reclamation bond upon the closing of the Proposed Transaction and assume existing royalties on the Property, as more particularly described below.

Senior Secured Note

Pursuant to the Purchase Agreement, and as a condition to closing, the Company and Emergent, will enter into a senior secured promissory note (the "Note"), the terms of which are summarized below. The following summary is qualified in its entirety by reference to the Note, the form of which is attached as a schedule to the Purchase Agreement filed on SEDAR+ at www.sedarplus.ca. Shareholders are encouraged to read the Note in its entirety.

Subject to the approval of the TSXV, in connection with the completion of the Transaction, the Company will issue a senior secured promissory note (the "Note") in the principal amount of US$3,500,000 in favour of Emergent. The Note will have a

term of five (5) years from the date of the definitive agreement, being March 23, 2031 (the “Maturity Date”), and will bear interest at a rate of 8.5% per annum, payable semi-annually in arrears in cash.

The Note will be secured by a first-ranking security interest over the Property and any related assets acquired by the Company pursuant to the Proposed Transaction. In the event that (i) the Company repays at least US$500,000 of the principal amount of the Note immediately upon the closing of a financing for gross proceeds of no less than US$3,000,000, and (ii) Fairchild repays an additional US$2,500,000 of principal, together with all accrued and unpaid interest, within six (6) months following the Closing Date, Emergent will waive and forfeit the remaining US$500,000 of the principal amount of the Note.

If the Note is not repaid prior to the third anniversary of the Purchase Agreement, the principal amount will automatically increase to US$4,000,000, and if not repaid prior to the fourth anniversary of the Purchase Agreement, the principal amount will further increase to US$5,000,000, provided that no interest shall accrue on any step-up amount prior to the effective date thereof, and interest shall only accrue on unpaid balances. Emergent will maintain its registered security interest against the property until the Note, including all accrued and unpaid interest thereon, has been fully paid or otherwise retired.

Net Smelter Returns Royalties

Pursuant to the Purchase Agreement, and as a condition to closing, Fairchild Nevada and GAMC, will enter into net smelter returns royalty agreements in respect of the Property (the “NSR Agreement”), the terms of which are summarized below. The following summary is qualified in its entirety by reference to the NSR Agreement, the form of which is attached as a schedule to the Purchase Agreement filed on SEDAR+ at www.sedarplus.ca. Shareholders are encouraged to read the NSR Agreement in its entirety.

Pursuant to the Purchase Agreement, the Fairchild Nevada will grant to GAMC a net smelter returns royalty on the Property in the amount of 0.5%, pursuant to a net smelter returns royalty agreement to be entered into between Fairchild Nevada and GAMC upon closing of the Proposed Transaction (the “GAMC NSR Agreement”).

The GAMC Agreement further provides that Fairchild Nevada will have the option to repurchase 100% of the royalty for a cash payment of US$1,000,000, provided such option is exercised prior to the fourth anniversary of the Purchase Agreement. If the repurchase option is exercised on or after the fourth anniversary but prior to the seventh anniversary of the Purchase Agreement, the repurchase price will be US$1,500,000. The repurchase right will automatically expire upon the seventh anniversary of the Purchase Agreement.

Assumption of Existing Net Smelter Returns Royalties

In addition, Fairchild will assume existing royalty obligations in respect of the Property, including: (i) an advance minimum royalty of $8,333.33 per annum together with a 1% net smelter returns royalty applicable to six (6) unpatented lode mineral claims included in the Property; (ii) an advance minimum royalty of $25,000 per annum together with a 3% net smelter returns royalty applicable to 185 unpatented lode mineral claims included in the Property; and (iii) a 1% net smelter returns royalty applicable to all seventeen (17) patented lode mineral claims included in the Property (the “Encumbered Claims”).

Other Material Information Regarding the Purchase Agreement

Arm’s Length Transaction

Emergent is not a “non-Arm’s length Party” (as defined in TSXV Policy 1.1). The Consideration Shares will not exceed 10% of the number of shares issued outstanding of the Company, either prior or after the Closing Date.

Encumbrances

Other than the Encumbered Claims and the GAMC NSR Agreement to be entered into upon closing of the Proposed Transaction, the Company will acquire the Property free and clear of all encumbrances.

Exclusive Dealings

Emergent and the GAMC have agreed that they will not, directly or indirectly, solicit, initiate, encourage or engage in any discussions or negotiations with, or provide any information to, any person other than Fairchild and the Fairchild Nevada regarding any merger, sale of assets, or similar transaction involving the Emergent, GAMC or the Property; provided, however, that nothing herein shall restrict Emergent nor GAMC from taking any action in respect of a transaction that would not materially impede or adversely affect the completion of the Proposed Transaction.

Conditions to Closing

Conditions to closing of the Proposed Transaction include but are not limited to:

(i) the approval of shareholders of the Company of certain matters in connection with the Proposed Transaction;
(ii) the approval of the TSXV; and
(iii) other customary closing conditions.

On April 23, 2026, the TSXV provided a letter confirming conditional approval of the Proposed Transaction.

Closing of the Proposed Transaction remains subject to the conditions listed in such conditional approval letter.

No Finder's Fee

No finder's fee was paid in connection with the Purchase Agreement.

Pro Forma Share Capitalization of the Company

The following table sets out the pro forma share capitalization of the Company as of the record date of May 1, 2026 (assuming the issuance of the Consideration Shares as of the record date):

Designation of Security	Common Shares Outstanding as of the Record Date (assuming the issuance of the Consideration Shares)
Common Shares Held by current Fairchild shareholders	179,614,447 (93.33%)
Common Shares held by Emergent	12,500,000 (6.67%)
Total Common Shares Issued and Outstanding	192,447,781

Benefits of the Proposed Transaction

In reaching the determination that the Proposed Transaction was in the best interests of the Company, the board of directors considered a number of substantive benefits:

Significant Presence in Nevada

Upon the acquisition of the Property, the Company's presence in the State of Nevada, which already includes the Nevada Titan and Carlin Queen properties, will materially increase. Furthermore, given the advanced nature of the Property being acquired, this transaction will effectively transform the Company from a being a pure exploration company to an exploration and development company. Finally, the relative proximity of the Property to the Company's existing assets in Nevada will allow for enhanced operational efficiencies.

Consideration Payable

The Consideration Cash would be funded through the working capital of the Company. The Note being payable over a period of five (5) years provides the Company with financial flexibility and preserves liquidity during the critical exploration and development phase of the Property, while the early repayment option allows the Company to reduce outstanding debt and interest costs if capital becomes available sooner than anticipated. In addition, Emergent’s willingness to receive a portion of the consideration via the Consideration Shares demonstrated the Emergent’s confidence in the Company and its intent to maintain an equity interest in the Property, aligning its interests with those of the Company’s shareholders.

Certain of these anticipated benefits and factors are based on various assumptions and are subject to various risks. See the section of this Information Circular entitled “Cautionary Statement Regarding Forward-Looking Information”.

Risks and Potentially Negative Factors

Closing Conditions and Approvals

The completion of the Proposed Transaction is subject to several conditions that must be satisfied or waived, including approval from the TSXV. Obtaining such approvals will require resources and are additional costs that the Company must incur. The failure to complete the Proposed Transaction could negatively impact the value of the common shares of the Company.

The foregoing factors are not intended to be exhaustive but include the material factors considered by the board of directors in making its determinations and recommendations. The board of directors did not consider it practicable to, and did not assign specific weights to, any of the factors considered in reaching their determinations and recommendations, and individual members of the board of directors may have given different weights to different factors. The conclusions and recommendation of the board of directors were made after considering the totality of the information and factors involved. The above factors are not presented in any order of priority.

Board Recommendation

After careful consideration of the factors described above, the board of directors has unanimously determined that the Proposed Transaction is in the best interests of the Company and unanimously recommends that shareholders vote IN FAVOUR of the Transaction Resolution.

Other Material Facts

Other than disclosed in this Information Circular, there are no other material facts concerning the securities of the Company and no other matters not disclosed in this Information Circular that have not been previously generally disclosed and are known to the Company and that would reasonably be expected to affect the decision of the shareholders to vote in respect of the Transaction Resolution.

Transaction Resolution

At the Meeting, Shareholders will be asked to consider and, if thought advisable, authorize the Transaction Resolution, substantially in the form attached as Schedule A to this Information Circular.

The board of directors has unanimously determined that the Proposed Transaction is in the best interests of the Company and unanimously recommends that shareholders vote IN FAVOUR of the Transaction Resolution.

A description of the various factors considered by the Board in arriving at this determination is contained above.

ADDITIONAL INFORMATION

Technical Information

The technical information in this Information Circular was prepared under the supervision of Richard R. Redfern, M.S., C.P.G. No. 10717. Mr. Redfern is a Qualified Person for the purposes of NI 43-101 and has reviewed and approved the technical and

scientific information disclosed in this Information Circular. Mr. Redfern is independent of the Company for the purposes of NI 43-101.

Indebtedness of Directors and Executive Officers

None of the directors or executive officers of the Company or any of their associates was indebted to the Company during the fiscal year ended October 31, 2025, including under any securities purchase or other program, or is currently indebted to the Company.

Interest of Informed Persons in Material Transactions

Except as disclosed elsewhere in this Information Circular, no informed person of the Company or any associate or affiliate of any informed person of the Company has any material interest, direct or indirect, in any transaction which has occurred within the fiscal years ended October 31, 2025 or August 31, 2024, or in any proposed transaction that has materially affected or will materially affect the Company.

Interest of Persons in Matters To be Acted Upon

No director, executive officer, proposed nominee for election as a director nor their respective associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted upon at this Meeting other than the ratification of the Proposed Transaction.

Management Contracts

No management functions of the Company are performed to any substantial degree by a person other than the directors or executive officers of the Company.

Other Business

Management does not know of any other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

Additional Information

Additional information on the Proposed Transaction can be found in the press releases of the Company, the Purchase Agreement (including schedules thereto). All documents filed on SEDAR+ are available at www.sedarplus.ca. To obtain copies of the Company's financial statements and management's discussion and analysis for its most recently completed financial year (which contain financial information about the Company), Shareholders are directed to the Company's filings on SEDAR+ or may request copies of such information in writing by contacting the Company at: 615-800 West Pender Street, Vancouver, BC, V6C 2V6.

The contents and sending of this Information Circular have been approved by the directors of the Company.