Mr. William Wagener reports

GETCHELL GOLD CORP. ANNOUNCES EXECUTING THE FINAL EARN-IN OPTION CASH PAYMENT AND SHARE ISSUANCE TO ACQUIRE 100% OF THE FONDAWAY CANYON GOLD PROJECT, NV AND CLOSING OF THE FIRST TRANCHE OF THE DEBENTURE AND EQUITY FINANCINGS

Getchell Gold Corp. has delivered the final $1.6-million (U.S.) earn-in option cash payment and $1-million (U.S.) share issuance to acquire a 100-per-cent interest in the Fondaway Canyon and Dixie Comstock gold properties located in Nevada.

"The 100-per-cent acquisition of the Fondaway Canyon gold project is a major milestone event for the company," Bill Wagener, chairman and chief executive officer, commented. "The Fondaway Canyon project has been an eye-opener from day one with every drill hole, over three drill campaigns in the Central area, contributing to a doubling of an already sizable historic resource. The closing of this acquisition serves as an immediate injection of significant value into the company and, considering that the gold mineralization remains open in most directions, adds an indeterminate amount of future potential value waiting to be discovered."

Under the terms of the option agreement with Canagold Resources Ltd. executed on Jan. 3, 2020, the company had the option to acquire 100 per cent of the properties by paying Canagold a total of $2-million (U.S.) in cash and $2-million (U.S.) in the company's shares staged over four years. The company also has to make work commitments totalling $1.45-million (U.S.) over the four years, which have been fully satisfied, and grant a 2.0-per-cent net smelter return royalty on each of the properties to the option or on the exercise of the option.

In the preceding three anniversary payments, the company has paid a total of $400,000 (U.S.) in cash and issued $1-million (U.S.) in the company's shares.

The company has delivered to Canagold a $1.6-million (U.S.) cash payment, issued 10,167,000 shares and granted a 2.0-per-cent NSR royalty to Canagold, which satisfies the earn-in requirements, and the company now owns 100 per cent of the properties. The company has the option to repurchase half of the NSR royalty (that is, a 1-per-cent net smelter royalty) on each of the Fondaway Canyon property or the Dixie Comstock property for $1-million (U.S.).

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 at Fondaway Canyon, as disclosed in the company's 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 gold for 1,509,100 ounces of gold;
• Indicated mineral resource of 11.0 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 in a position to continue expanding the mineral resource estimate and preparing a preliminary economic assessment.

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

Closing of first tranche of equity and debenture financings

The company has closed the first tranches of both its previously announced debenture financing and non-brokered private placement of units.

In the first tranche of the debenture financing, the company closed on $1,917,420 aggregate principal amount of non-convertible debentures. As part of the debenture financing, the company issued 19,174,200 warrants. Each debenture warrant entitles the holder to purchase a common share of the company at 10 cents per share until Dec. 29, 2026. Fifty per cent of the debenture warrants vested on closing, and the remaining 50 per cent will vest and be exercisable on Feb. 28, 2025.

In the first tranche of the unit financing, the company issued 4.5 million units for gross proceeds of $450,000, with each unit composed of one common share and one common share purchase warrant. Each unit warrant entitles the holder to acquire an additional common share at a price of 15 cents per common share until Dec. 29, 2025.

In connection with the unit financing and debenture financing, the company paid finders' fees in the amount of $28,400, issued 1.41 million finders' shares and granted 1,564,000 finders' warrants. Each finder's warrant entitles the holder to acquire one additional common share of the company at a price of 15 cents per common share until Dec. 29, 2025.

Getchell used the proceeds of the debenture financing to pay the final $1.6-million (U.S.) cash payment to Canagold to acquire the properties. The balance of the debenture financing proceeds and the proceeds from the unit financing will be used to conduct further exploration work on the properties and for general working capital.

The securities issued in connection with the Canagold final share issuance, the unit financing and debenture financing are subject to a statutory hold period of four months from the date of issuance, expiring April 30, 2024, in accordance with applicable securities laws.

Two directors of the company participated in the unit financing in the amount of $35,000, and one of the directors also participated in the debenture financing in the amount of $20,000. The transaction with the directors, who are insiders of the company, constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on the exemptions under Section 5.5(a) and Section 5.7(1)(a) from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the units and debentures issued to the related parties and the consideration paid by the related parties under the unit financing and debenture financing does not exceed 25 per cent of the company's market capitalization as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related-party transactions at least 21 days before the closing of the first tranche of the unit financing and debenture financing as the details of the participation by related parties of the company were not settled until shortly prior to closing of the first tranche of the unit financing and debenture financing.

Annual general meeting

The annual general meeting was held on Dec. 22, 2023, wherein all resolutions presented by management were approved by a majority of the shareholder votes received.

About Getchell Gold Corp.

The company is a Nevada-focused gold and copper exploration company trading on the Canadian Securities Exchange as GTCH, the OTCQB as GGLDF and the Frankfurt Stock Exchange as GGA1. Getchell 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 (gold). Getchell has the option to acquire 100 per cent of the Fondaway Canyon and Dixie Comstock properties, Churchill county, Nevada.

We seek Safe Harbor.