Mr. William Wagener reports

GETCHELL GOLD CORP. ANNOUNCES DEBENTURE FINANCING

Getchell Gold Corp. plans to undertake a debenture financing to raise a minimum of $2.5-million and a maximum of $5-million.

The debentures will mature three years from the date of grant and will bear interest at 11 per cent per annum, non-compounding. In addition to the interest on the debentures, lenders will receive that number of non-transferable common share purchase warrants which is equal to the aggregate purchase price paid by the lender (the principal amount of the debenture purchased) divided by 10 cents. Each warrant will entitle the holder to purchase one additional common share of the company at a price of 10 cents per share for a period of three years from the closing of the debenture financing. Fifty per cent of each lender's warrants will vest on closing of the debenture financing and the remaining 50 per cent will vest 14 months following closing. Unvested warrants will be cancelled in the event that the company prepays the debentures in full prior to vesting.

Getchell will use the proceeds of the debenture financing to pay the final $1.6-million (U.S.) payment to Canagold Resources Ltd. to complete the acquisition of the Fondaway Canyon and Dixie Comstock properties, under the terms of the option agreement with Canagold Resources. The balance of the debenture financing will be used to conduct further exploration work on the Fondaway Canyon gold project and for general working capital.

The company may, at any time after the date which is six months following the issuance date of the debentures, at the company's option, prepay in cash the then outstanding principal amount of the debentures and any accrued interest, in whole or in part.

The debentures contains covenants that if the company intends to dispose of or enter into an option to sell all or a portion of its interest in the Fondaway Canyon gold project, the cash proceeds received by Getchell will be used to prepay the debentures. If the cash proceeds received by Getchell in connection with such transaction are insufficient to fully retire the debentures, the debenture holders will be entitled to vote on such transaction.

In the event of default (i) the debentures will be immediately due and payable, including accrued interest, and (ii) the debentures will bear interest at a rate of 60 per cent per annum, applicable retroactively to the principle and any unpaid interest due.

The company may pay finder's fees in connection with the debenture financing.

Fondaway Canyon gold project

Getchell is delineating a potential Tier 1 gold resource at its flagship Fondaway Canyon gold project in Nevada, United States.

Following three consecutive successful drilling programs, the company has effectively doubled the size of the historic resource, firmly placing Fondaway Canyon amongst the foremost developing projects in a world-class mining jurisdiction. The company recently published its first mineral resource estimate (MRE) at Fondaway Canyon (see company news release dated Feb. 1, 2023):

• Gold mineralization is at and near surface, supporting an open-pit mine model;
• Inferred mineral resource of 38.3 million tonnes at an average grade of 1.23 grams per tonne Au for 1,509,100 ounces of gold;
• Indicated mineral resource of 11 million tonnes at an average grade of 1.56 g/t Au for an additional 550,800 ounces of gold;
• Strong gold mineralization in the most peripheral drill holes leaves the mineral resources open in most directions for further expansion and indicates a substantially larger body of mineralization than delineated to date (see company news release dated Aug. 9, 2023);
• Fully permitted drill program designed to expand the mineral resources and upgrade inferred resources to indicated.

Getchell is well positioned to continue expanding the mineral resource estimate and advancing toward a preliminary economic assessment.

Scott Frostad, PGeo, is the qualified person (as defined in National Instrument 43-101) who reviewed and approved the content and scientific and technical information in the news release.

Supplemental financing

The company further announces a supplemental offering of a non-brokered private placement to individuals wanting to invest but unable to participate in the debenture financing. The financing will consist of up to 1.5 million units at a price of 10 cents per unit, for gross proceeds of up to $150,000.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire one additional common share of the company at a price of 20 cents per share for a period of two years from the date of closing.

The proceeds from the financing will be used to conduct exploration work on the Fondaway Canyon gold project and general working capital. In connection with the financing, the company may pay finder's fees.

Closing of the financing and the debenture financing is subject to receipt of all necessary corporate and regulatory approvals, including acceptance by the Canadian Securities Exchange. The securities issued pursuant to the debenture financing and financing will be subject to a statutory four-month hold period in accordance with applicable securities laws.

Corporate update

Further to the notice of annual general meeting regarding the company's annual general meeting to be held on Dec. 8, 2023, the company will now hold an annual general and special meeting on Dec. 22, 2023, at 1 p.m. PST. Amended proxy materials will be available to shareholders of the company in due course. The amended proxy materials will be accessible on-line at the company's website and available under the company's profile on SEDAR+.

About Getchell Gold Corp.

The company is a Nevada-focused gold and copper exploration company trading on the CSE, OTCQB and the Frankfurt Stock Exchange. Getchell Gold is primarily directing its efforts on its most advanced-stage asset, Fondaway Canyon, a past gold producer with a large mineral resource estimate. Complementing Getchell's asset portfolio is Dixie Comstock, a past gold producer with a historic resource, and two earlier-stage exploration projects, Star (copper-gold-silver) and Hot Springs Peak (Au). Getchell has the option to acquire 100 per cent of the Fondaway Canyon and Dixie Comstock properties, Churchill county, Nevada.

We seek Safe Harbor.