Getchell Gold

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.(CSE: GTCH) (OTCQB: GGLDF) (FWB: GGA1) ("Getchell" or the "Company") is pleased to announce that the Company has delivered the final US$1.6 million earn-in option cash payment and US$1 million share issuance to acquire a 100% interest in the Fondaway Canyon and Dixie Comstock gold properties (the "Properties") located in Nevada.

"The 100% acquisition of the Fondaway Canyon gold project is a major milestone event for the Company." Bill Wagener, Chairman and CEO, 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 (the "Option Agreement") with Canagold Resources Ltd. ("Canagold") executed on January 3, 2020, the Company had the option to acquire 100% of the Properties by paying Canagold a total of US$2 million in cash and US$2 million in the Company's shares staged over 4 years. The Company also has to make work commitments totaling US$1.45 million over the four years, which have been fully satisfied, and grant a 2.0% net smelter return royalty ("NSR 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 US$400,000 in cash and issued US$1 million in the Company's shares.

The Company has delivered to Canagold a US$1.6 million cash payment, issued 10,167,000 shares, and granted a 2.0% NSR Royalty to Canagold which satisfies the earn-in requirements, and the Company now owns 100% of the Properties. The Company has the option to repurchase half of the NSR Royalty (i.e., a 1% net smelter royalty) on each of the Fondaway Canyon property or the Dixie Comstock property for US$1 million.

Fondaway Canyon Gold Project

Getchell Gold Corp. is delineating a potential Tier-1 gold resource at its flagship Fondaway Canyon gold project in Nevada, USA.

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, as disclosed in the Company's news release dated February 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 g/t Au 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 (Company news release dated August 9, 2023); and
  • Fully permitted drill program designed to expand the mineral resources and upgrade Inferred Resources to Indicated.

Getchell Gold Corp. is now in a position to continue expanding the Mineral Resource Estimate and preparing a Preliminary Economic Assessment.

Notes on the Mineral Resource Estimate:

  • Mineral Resources are not Mineral Reserves and have not demonstrated economic viability. There has been insufficient exploration to define the Inferred Resource as Indicated or Measured Mineral Resources, however, it is reasonable to expect that the majority of the Inferred Mineral Resource could be upgraded to Indicated Mineral Resources with continued exploration. There is no guarantee that any part of the mineral resources discussed herein will be converted into a mineral reserve in the future. The estimate of Mineral Resources may be materially affected by environmental, permitting, legal, marketing, or other relevant issues. The Mineral Resources in this report were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM") standards on mineral resources and reserves, definitions, and guidelines prepared by the CIM standing committee on reserve definitions and adopted by the CIM council (CIM 2014 and 2019).
  • The effective date of the Mineral Resource Estimate is December 12, 2022, and a technical report on the Fondaway Canyon project titled "Technical Report Mineral Resource Estimate Fondaway Canyon Project, Nevada, USA" was filed by the Company on SEDAR+ on February 1, 2023.
  • The independent and qualified person for the MRE, as defined by National Instrument 43-101, is Michael Dufresne, P.Geo., from APEX Geoscience Ltd.

Scott Frostad, P.Geo., 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 (the "Debenture Financing") and non-brokered private placement of units (the "Unit Financing").

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 a "Debenture Warrant"). Each Debenture Warrant entitles the holder to purchase a common share of the Company at $0.10 per share until December 29, 2026. Fifty percent (50%) of the Debenture Warrants vested on closing and the remaining 50% will vest and be exercisable on February 28, 2025.

In the first tranche of the Unit Financing, the Company issued 4,500,000 units (the "Units") for gross proceeds of $450,000, with each Unit comprised of one common share and one common share purchase warrant (a "Unit Warrant"). Each Unit Warrant entitles the holder to acquire an additional common share at a price of $0.15 per common share until December 29, 2025.

In connection with the Unit Financing and Debenture Financing, the Company paid finder's fees in the amount of $28,400, issued 1,410,000 finder's shares, and granted 1,564,000 finder's warrants ("Finder's Warrants"). Each Finder's Warrant entitles the holder to acquire one additional common share of the Company at a price of $0.15 per common share until December 29, 2025.

Getchell used the proceeds of the Debenture Financing to pay the final US$1.6 million cash payment to Canagold in order 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 ("MI 61-101"). 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% 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.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.

Annual General Meeting

The Annual General Meeting was held on December 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 CSE: GTCH, OTCQB: GGLDF, and FWB: 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. Complementing Getchell's asset portfolio is Dixie Comstock, a past gold producer with a historic resource and two earlier stage exploration projects, Star (Cu-Au-Ag) and Hot Springs Peak (Au). Getchell has the option to acquire 100% of the Fondaway Canyon and Dixie Comstock properties, Churchill County, Nevada.

For further information please visit the Company's website at www.getchellgold.com or contact the Company at info@getchellgold.com.

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the vesting of Warrants, future exploration on the Properties and the closing and use of proceeds from the Unit Financing and Debenture Financing. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Although management of Getchell have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

Source

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Getchell Gold Corp. Appoints Michael Hobart to Board of Directors

Getchell Gold Corp. Appoints Michael Hobart to Board of Directors

Getchell Gold Corp. (CSE: GTCH) (OTCQB: GGLDF) (FWB: GGA1) ("Getchell" or the "Company") is pleased to announce the appointment of Michael Hobart to its board of directors, effective immediately.

Getchell Gold Corp. logo (CNW Group/Getchell Gold Corp.)

Mr. Hobart is a seasoned legal professional with a strong background in securities, corporate finance, and mergers and acquisitions within the mining industry. He brings extensive experience advising Canadian and international clients on public equity and debt offerings, mining asset transactions, joint ventures, and mining agreements.

"We are delighted to welcome Michael Hobart to Getchell's board of directors." said Mr. Bob Bass , Chairman of Getchell Gold Corp. "His expertise in securities law, corporate finance, and deep understanding of the mining sector will be invaluable as we advance our gold exploration projects in Nevada ."

Mr. Hobart currently serves on the board of Galleon Gold Corp. and, as a partner at Fogler, Rubinoff LLP with over 30 years of experience in the mining industry, Michael is a trusted advisor to numerous companies in the sector.

"I am excited to join the Getchell board and believe that the Fondaway Canyon gold project, with its large mineral resource estimate, located in Nevada , a premier mining jurisdiction, coupled with the strong gold price, will be an attractive acquisition target for gold producers." said Mr. Hobart. "I look forward to assisting the Company in achieving the value recognition this project deserves."

The Company further announces that it has awarded incentive stock options pursuant to its stock option plan, to various directors, officers and consultants of the Company, to purchase up to an aggregate of 2,575,000 common shares of the Company. The stock options are exercisable at a price of $0.14 per share and expire 5 years from the date of grant.

About Getchell Gold Corp:

Getchell Gold Corp is a Nevada -focused gold and copper exploration company with a primary focus on advancing its 100% owned Fondaway Canyon gold project. The Company is committed to responsible exploration and development practices to maximize shareholder value.

For further information, please visit the Company's website at www.getchellgold.com or contact the Company at info@getchellgold.com .

Forward looking statements:

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation.  Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Although management of Getchell have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

SOURCE Getchell Gold Corp.

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PRESS RELEASE FOR EARLY WARNING REPORT REGARDING GETCHELL GOLD CORP.

PRESS RELEASE FOR EARLY WARNING REPORT REGARDING GETCHELL GOLD CORP.

On May 2, 2024 Robert (Bob) Bass of Ontario, Canada acquired, through Bass Research Services Ltd., non-convertible debentures for principal amount of $300,000 (" Debentures ") and 3,000,000 debenture warrants (" Debenture Warrants ") of Getchell Gold Corp. (the " Company ") pursuant to a private placement, representing securities convertible into approximately 2.3% of the Company's issued and outstanding shares on an undiluted basis. Each Debenture Warrant entitles the holder to purchase a common share of the Company at $0.16 per share until May 2, 2027 . 50% of the Debenture Warrants vested on closing of the private placement, and the remaining 50% will vest and be exercisable on July 2, 2025 if the non-convertible debentures are not paid by such date.

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Getchell Gold Corp. Announces Closing of Debenture Financing

Getchell Gold Corp. Announces Closing of Debenture Financing

/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /

Getchell Gold Corp. (CSE: GTCH) (OTCQB: GGLDF) (FWB: GGA1) ("Getchell" or the "Company") is pleased to announce that the Company has closed the third and final tranche of its previously announced debenture financing (the " Debenture Financing "). In this third tranche of the Debenture Financing, the Company closed on $1,441,900 aggregate principal amount of non-convertible debentures. As part of the Debenture Financing, the Company issued 14,419,000 warrants (each a " Debenture Warrant "). Each Debenture Warrant entitles the holder to purchase a common share of the Company at $0.10 per share until May 2, 2027 . 50% of the Debenture Warrants vested on closing and the remaining 50% will vest and be exercisable on July 2, 2025 . Combined with the first and second tranches of the Debenture Financing, the Company issued non-convertible debentures in the aggregate principal amount of $4,363,318 and an aggregate of 43,633,180 Debenture Warrants.

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Getchell Gold Corp. Announces Warrant Extension and Debt Settlement

Getchell Gold Corp. Announces Warrant Extension and Debt Settlement

Getchell Gold Corp. (CSE: GTCH) (OTCQB: GGLDF) (FWB: GGA1) (" Getchell" or the " Company ") announces that it proposes to extend the expiry dates of an aggregate of 5,202,250 outstanding share purchase warrants, as described below.

Getchell Gold Corp. logo (CNW Group/Getchell Gold Corp.)

The Company issued 3,011,250 warrants with an exercise price of $0.50 pursuant to a private placement of units that closed on May 14, 2021 (the " 2021 Warrants "). The original exercise price of the 2021 Warrants was $0.65 and the exercise price was previously repriced to $0.50 . The original expiry date of the 2021 Warrants was May 14, 2023 , and the expiry date of the 2021 Warrants was previously extended to May 14, 2024 . The Company proposes to extend the expiry date of the 2021 Warrants by an additional 12 months, such that 2021 Warrants will expire on May 14, 2025 . All other terms of the 2021 Warrants remain unchanged.

The Company issued an aggregate of 2,191,000 warrants with an exercise price of $0.60 pursuant to a private placement of units that closed on May 30, 2022 (the " 2022 Warrants "). The original expiry date of the 2022 Warrants was May 30, 2024 . The Company proposes to extend the expiry date of the 2022 Warrants by an additional 12 months, such that 2022 Warrants will expire on May 30, 2025 . All other terms of the 2022 Warrants remain unchanged.

Warrant holders are advised that replacement warrant certificates will not be issued and that the original warrant certificate must be presented to the Company in order to effect the exercise of the warrants.

The Company further announces that it intends to enter into debt settlement agreements with two directors of the Company to settle outstanding bona-fide indebtedness in the aggregate amount of $6,000 in exchange for 54,545 common shares of the Company at a price of $0.11 per share. The amount of indebtedness represents outstanding amounts owing for director services provided to the Company. The Company also proposes to issue common shares to the two directors as monthly payment for director services, issuable on a quarterly basis. All shares issued will be subject to a four-month hold period.

About Getchell Gold Corp.

The Company is a Nevada focused gold and copper exploration company trading on the CSE: GTCH, OTCQB: GGLDF, and FWB: GGA1. Getchell Gold is primarily directing its efforts on its most advanced stage, 100% owned, Fondaway Canyon gold project, a past gold producer with a large mineral resource estimate. Complementing Getchell's asset portfolio are the 100% owned; Dixie Comstock , a past gold producer with a historic resource and two earlier stage exploration projects, Star (Cu-Au-Ag), and Hot Springs Peak (Au) projects. Fondaway Canyon and Dixie Comstock properties are located in Churchill County, Nevada .

For further information please visit the Company's website at www.getchellgold.com or contact the Company at info@getchellgold.com .

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the extension of the 2021 and 2022 Warrants, entering into the debt settlement agreements, and future payment of director fees in common shares. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Although management of Getchell have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.

There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

SOURCE Getchell Gold Corp.

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Getchell Gold Corp. Announces Final Tranche of Debenture Financing

Getchell Gold Corp. Announces Final Tranche of Debenture Financing

Getchell Gold Corp. (CSE: GTCH) (OTCQB: GGLDF) (FWB: GGA1) ("Getchell" or the "Company") is pleased to announce the final tranche of its debenture financing (the " Debenture Financing "). In this third tranche of the Debenture Financing, the Company has subscriptions for $1,441,900 principal amount of non-convertible debentures, for total aggregate funds of $4,363,318 across all tranches of the Debenture Financing. In connection with this closing, the Company will issue 14,419,000 warrants (each a " Debenture Warrant "). Each Debenture Warrant will entitle the holder to purchase a common share of the Company at $0.10 per share for three years. 50% of the Debenture Warrants will vest on closing and the remaining 50% will vest and be exercisable 14 months following closing if the Debenture has not been repaid prior to that vesting date.

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Designated News Release
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