Mr. Bob Bass reports

GETCHELL GOLD CORP. UPSIZES FINANCING DUE TO INCREASED INVESTOR INTEREST

Getchell Gold Corp. has increased the size of its previously announced private placement financing to gross proceeds of up to $4-million from $3-million.

All other terms of the offering remain the same as previously disclosed by the company on May 23, 2025, and include a $1.2-million order from lead investor Myrmikan Gold Fund LLC.

The offering comprises units at a price of 20 cents per unit, with each unit comprising one common share of the company and one-half of one common share purchase warrant. Each whole warrant will be exercisable into one common share of the company at an exercise price of 30 cents per share for a period of three years from the date of issuance. In connection with the offering, the company may pay finders' fees.

The company intends to use the proceeds of the offering to spearhead the 2025 exploration program at the Fondaway Canyon gold project with the focus to:

• Expand the mineral resource: The already-sizable mineral resource remains open in most directions for further expansion. Through targeted drilling, by an initial drill program comprising 3,000 metres, the drill program's aim is to extend the mineralization along strike and dip, increase the mineral resource, enlarge the open-pit model, and thereby substantially enhance the project's overall value.
• Increase gold recoveries: The metallurgical test work conducted in support of the preliminary economic assessment (PEA) reported highly satisfactory gold recoveries of 84 per cent. The test work also identified process methods to improve on the recoveries; however, due to the commissioned scope of work and the allowable time frame, further test work was scheduled to be pursued in 2025. The current objective is to conduct additional test work to demonstrate increased gold recoveries and upgrade the concentrate. Gold recovery directly translates through to the economics and any increased contribution can have a significant positive impact.

Given the potential for significant increases generated by the planned 2025 drill program and metallurgical test work and the likelihood of a substantially higher gold price regime, the intent is to produce an updated mineral resource estimate and preliminary economic assessment that could reveal a marked improvement beyond the recently published and highly robust PEA (refer to the company's news release dated Feb. 7, 2025).

"The level of interest sparked is remarkable and a clear reflection of the quality, unrealized value and upside potential of the Fondaway Canyon gold project. The additional funds will further strengthen the company and provide greater confidence to accomplish our objectives," stated Getchell Gold chairman Bob Bass.

Debenture conversion option

In addition, as announced in a company news release dated May 23, 2025, the company is offering to convert the company's outstanding debentures and accrued interest in exchange for units, on the same terms as the offering. If all debentureholders agreed to convert their debentures, the company will issue an additional 25 million units.

On Dec. 29, 2023, Jan. 26, 2024, and May 2, 2024, the company issued debentures in the aggregate principal amount of $4,363,318. The debentures bear interest at 11 per cent per annum and mature three years from the date of issuance. In addition, lenders also received an aggregate of 43,633,180 warrants. Each debenture warrant is exercisable at 10 cents per share for a period of three years from the date of issuance. Fifty per cent of the debenture warrants vested on the date of issuance and the remaining 50 per cent vest 14 months following the closing of each tranche of the debenture financing.

Bob Bass, chairman of the company, has agreed to convert the principal amount of his debentures, being $1.1-million, together with all accrued interest owed up to the conversion date, in exchange for units under the same terms as the offering. Debentures in the principal amount of $280,000 (including accrued interest) held by other family members of Bob Bass will also be converted into units. In consideration for Bob Bass agreeing to convert the debentures, the company has agreed to accelerate the vesting date of 1.5 million unvested debenture warrants, with an exercise price of 16 cents per share, held by Bob Bass, and 400,000 unvested debenture warrants held by other family members of Bob Bass to the closing date of the offering.

The company is offering the debenture conversion option to all debentureholders. Upon voluntary conversion of the debentures, electing debentureholders will receive units under the same terms as the offering and accelerated vested debenture warrants, if applicable. The debenture conversion option will not affect the rights of those debentureholders who have not accepted it. Electing debentureholders who wish for more information or the necessary steps for the debenture conversion should contact the company. The debenture conversion option will remain open until closing of the offering, which is expected on or before Friday, June 6, 2025.

Bob Bass, the company's chairman, offered the following thoughts on this opportunity: "I am excited to see Myrmikan's support of this offering and regard this as an opportunity for me and my family to receive additional equity in Getchell at this formative stage of its development. Myrmikan has a track record of identifying undervalued opportunities and we see this as an inflection point for the value of the company moving forward. We encourage all debentureholders to consult with their financial advisers to carefully consider following our lead on the debenture conversion option."

The conversion of Bob Bass's and Chris Bass's debentures are considered related party transactions pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company will rely on the exemptions from the formal valuation requirements contained in Section 5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in Section 5.7(1)(a) of MI 61-101 as the company is not listed on specified markets and the fair market value of the units issued on conversion of Bob Bass's and Chris Bass's debentures does not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

All securities issued under the offering and debenture conversion option will be subject to a four-month hold period in accordance with applicable Canadian securities laws.

About Getchell Gold Corp.

The company is a Nevada-focused gold exploration company trading on the Canadian Securities Exchange (under the symbol GTCH), the OTCQB (under the symbol GGLDF) and the Frankfurt Stock Exchange (under the symbol GGA1). 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 and recently published preliminary economic assessment. Complementing Getchell's asset portfolio is Dixie Comstock, a past gold producer.

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