Golden Shield Upsizes Private Placement

Golden Shield Upsizes Private Placement

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

(GSRI:CSE)

Golden Shield Resources Corp. (CSE: GSRI) ( Frankfurt : 4LE0) (" Golden Shield " or the " Company ") announces an upsize of its private placement previously announced on June 9, 2022 and June 22, 2022 (the " Offering ").

Golden Shield Resources (CNW Group/Golden Shield Resources)

Under the amended terms of the Offering, Canaccord Genuity Corp. (the " Agent ") will now act as agent for the Company on a 'best efforts' agency basis in connection with a private placement of up to 12,790,697 units (the " Units ") of the Company at a price of C$0.43 per Unit (the " Offering Price ") for gross proceeds to the Company of up to approximately C$5,500,000 . Each Unit will consist of one common share in the capital of the Company (a " Common Share ") and one Common Share purchase warrant (a " Warrant "). Each Warrant will entitle the holder thereof to purchase one Common Share (a " Warrant Share ") at a price of C$0.60 for a period of 24 months following the closing date of the Offering.

The Company has agreed to grant the Agent an option (the " Over-Allotment Option ") to sell up to an additional 1,918,604 Units at the Offering Price, exercisable in whole or in part, at any time up to 48 hours prior to the closing of the Offering to cover over-allotments, if any. If the Over-Allotment Option is exercised in full, approximately an additional C$825,000 in gross proceeds will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be approximately C$6,325,000 .

The net proceeds from the Offering will be used to advance exploration on the Company's properties in Guyana , as well as for working capital and general corporate purposes.

The Units will be offered for sale by way of private placement pursuant to applicable exemptions from the prospectus requirements in all of the Provinces of Canada . The Agent will also be entitled to offer the Units for sale in the United States pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933 , as amended, and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction.

The Offering is scheduled to close on or about July 5, 2022 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Canadian Securities Exchange.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States , nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the " 1933 Act ") or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

About Golden Shield

Golden Shield Resources was founded by experienced professionals who are convinced that there are many more gold mines yet to be found in Guyana . The company is well-financed and has three wholly controlled gold projects: Marudi Mountain, Arakaka and Fish Creek. Golden Shield continues to evaluate other gold opportunities in Guyana .

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This news release includes certain "Forward–Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward–looking information" under applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "would", "could", "schedule" and similar words or expressions, identify forward–looking statements or information. These forward–looking statements or information relate to, among other things: the intended use of proceeds from the Offering and the expected closing date of the Offering.

Forward–looking statements and forward–looking information relating to the Offering; the use of the proceeds from the Offering; the timing and ability of the Corporation to obtain final approval of the Offering from the Canadian Securities Exchange, if at all; any future mineral production, liquidity, enhanced value and capital markets profile of Golden Shield , future growth potential for Golden Shield and its business, and future exploration plans are based on management's reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of silver, gold and other metals; costs of exploration and development; the estimated costs of development of exploration projects; Golden Shield's ability to operate in a safe and effective manner and its ability to obtain financing on reasonable terms.

These statements reflect Golden Shield's respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward–looking statements or forward-looking information and Golden Shield has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: precious metals price volatility; risks associated with the conduct of the Company's exploration activities in Guyana ; regulatory, consent or permitting delays; risks relating to reliance on the Company's management team and outside contractors; risks regarding mineral resources and reserves; the Company's inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects, including the inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; employee relations, labour unrest or unavailability; the Company's interactions with surrounding communities and artisanal miners; the Company's ability to successfully integrate acquired assets; the speculative nature of exploration and development, including the risks of diminishing quantities or grades of reserves; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified under the caption "Risk Factors" in Golden Shield's management discussion and analysis. Readers are cautioned against attributing undue certainty to forward–looking statements or forward-looking information. Although Golden Shield has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. Golden Shield does not intend, and does not assume any obligation, to update these forward–looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

SOURCE Golden Shield Resources

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GOLDEN SHIELD ANNOUNCES U.S. LISTING ON OTCQB UNDER THE SYMBOL "GSRFF"

GOLDEN SHIELD ANNOUNCES U.S. LISTING ON OTCQB UNDER THE SYMBOL "GSRFF"

-- (the " Company " or " Golden Shield ") is pleased to announce that it has received approval from OTC Markets Group Inc. to commence trading on the OTCQB Venture Market (the " OTCQB ") under the symbol "GSRFF". Trading on the OTCQB will commence on September 26, 2022 . The Company will continue to trade on the Canadian Securities Exchange in Canada under the symbol "GSRI".

Golden Shield Resources (CNW Group/Golden Shield Resources)

The OTCQB quotation is expected to provide enhanced liquidity to existing Company shareholders and potential shareholders by allowing investors to execute trades of the Company's common shares in the United States and in U.S. dollars.

Leo Hathaway , Chairperson, commented "This listing on the OTCQB is an important milestone for the Company, and provides both visibility and access to U.S.-based investors. This listing should promote increased liquidity and simplify transactions for U.S. investors and allow them to participate directly in Golden Shield as we advance our exploration properties in Guyana ."

Quotes for Golden Shield's US symbol will be available once the Company's stock commences trading today on the OTCQB at https://www.otcmarkets.com/stock/GSRFF/overview .

About OTC Markets Group Inc

OTC Markets Group Inc. (OTCQX: OTCM) in New York , operates the OTCQX® Best Market, the OTCQB® Venture Market and the Pink® Open Market for 11,000 U.S. and global securities. To be eligible for quotation on the OTCQB, companies must be current in their reporting and undergo an annual verification and management certification process. Companies must also meet a minimum bid price test and other financial conditions. OTCQB is recognized by the U.S. Securities and Exchange Commission ("SEC") as an established public market for the purpose of determining the public market price when registering securities for resale with the SEC, and it provides current public information to investors that need to analyze, value, and trade securities.

About Golden Shield

Golden Shield Resources was founded by experienced professionals who are convinced that there are many more gold mines yet to be found in Guyana . The company is well-financed and has three wholly controlled gold projects: Marudi Mountain, Arakaka and Fish Creek. Golden Shield continues to evaluate other gold opportunities in Guyana .

Golden Shield trades on: the Canadian Securities Exchange in Canada under the symbol "GSRI"; the OTCQB Venture Market in the USA under the symbol "GSRFF"; and the Frankfurt Stock Exchange in Europe under the symbol "4LE0".

This news release includes certain "Forward Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward looking information" under applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "would", "could", "schedule" and similar words or expressions, identify forward looking statements or information. These forward looking statements or information relate to, among other things: the exploration and development of the Company's mineral projects; and the impact of the Company's OTCQB quotation.

Forward looking statements and forward looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of Golden Shield , future growth potential for Golden Shield and its business, and future exploration plans are based on management's reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of gold and other metals; no escalation in the severity of the COVID-19 pandemic; costs of exploration and development; the estimated costs of development of exploration projects; Golden Shield's ability to operate in a safe and effective manner and its ability to obtain financing on reasonable terms.

These statements reflect Golden Shield's respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward looking statements or forward-looking information and Golden Shield has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the Company's dependence on one mineral project; precious metals price volatility; risks associated with the conduct of the Company's mineral exploration activities in Guyana ; regulatory, consent or permitting delays; risks relating to reliance on the Company's management team and outside contractors; risks regarding mineral resources and reserves; the Company's inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects, including the inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; the ability of the communities in which the Company operates to manage and cope with the implications of COVID-19; the economic and financial implications of COVID-19 to the Company; operating or technical difficulties in connection with mining or development activities; employee relations, labour unrest or unavailability; the Company's interactions with surrounding communities and artisanal miners; the Company's ability to successfully integrate acquired assets; the speculative nature of exploration and development, including the risks of diminishing quantities or grades of reserves; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified in the Company's public disclosure documents available on www.sedar.com . Readers are cautioned against attributing undue certainty to forward looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated, or intended. The Company does not intend, and does not assume any obligation, to update these forward looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

SOURCE Golden Shield Resources

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GOLDEN SHIELD COMMENCES PHASE III DRILLING AT MARUDI MOUNTAIN TO EXTEND MINERALIZATION AT MAZOA HILL AND TEST NEW EXPLORATION TARGETS

GOLDEN SHIELD COMMENCES PHASE III DRILLING AT MARUDI MOUNTAIN TO EXTEND MINERALIZATION AT MAZOA HILL AND TEST NEW EXPLORATION TARGETS

  • Expansion of high-grade gold mineralization at the Mazoa Hill Deposit laterally and to depth: Drill holes will step-out on existing high-grade intercepts.
  • Drill-test new exploration prospects: New targets will be drill tested to assess the expansion potential of the Marudi Mountain property.
  • Continued Exploration: Induced Polarization (IP) survey will be conducted on the Marudi Mountain property consisting of a minimum of 20-line km, over the Mazoa, Throne and July prospects. Trenching and field mapping will continue throughout the duration of the drill program.

-- (the " Company " or " Golden Shield ") is pleased to announce the commencement of Phase III drilling at the Marudi Mountain property located in southwestern Guyana (the " Marudi Mountain Property "). Drill crews have been mobilized to site, and drilling is underway. Phase III of drilling will target the extension of mineralization at the Mazoa Hill Deposit and the drilling of new exploration targets.

CEO, Hilbert Shields stated, " The continued exploration of the Marudi Mountain Property is currently our priority. Golden Shield's Phase I and Phase II exploration programs confirmed and extended high-grade gold mineralization at the Mazoa Hill deposit. Since June field crews have been working hard to discover new targets, and we are excited by the results, especially at Throne and July ."

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GOLDEN SHIELD DRILlS 10 M AT 2.68 G/T GOLD AND 4 M AT 7.77 G/T GOLD, CONFIRMING HIGH-GRADE DEPTH EXTENSION AT MAZOA HILL DEPOSIT AND DISCOVERS FIVE ADDITIONAL PROSPECTS, TWO DRILL READY

GOLDEN SHIELD DRILlS 10 M AT 2.68 G/T GOLD AND 4 M AT 7.77 G/T GOLD, CONFIRMING HIGH-GRADE DEPTH EXTENSION AT MAZOA HILL DEPOSIT AND DISCOVERS FIVE ADDITIONAL PROSPECTS, TWO DRILL READY

  • 4m grading 7.77 g/t gold confirms high-grade depth extension at Mazoa Hill.
  • Two new areas of gold host rock QMC identified – both larger than Mazoa Hill.
  • Drilling starting mid-September to year end and trenching ongoing.

Golden Shield Resources Inc. (CSE: GSRI) (FRA: 4LE0) (the "Company" or "Golden Shield") is pleased to announce assay results from the final four holes of the Company's eleven-hole 3,100 metre Phase Two drill program and recent trenching results at its flagship, 5,457-hectare Marudi Mountain gold project located in the Rupununi District of southwestern Guyana . The Phase Two drill program was designed to test the extension of mineralization at depth and laterally at the previously identified Mazoa Hill prospect.

MAZOA DRILL RESULTS

Drill holes MH-22-24, MH-22-25 and MH-22-26 were drilled to test the southern extension of Mazoa Hill Deposit. This area had seen limited historical drilling. Drillhole MH-22-27 was drilled to infill a previously undrilled panel in the northern part of the deposit. Detailed geological logging and interpretative work has shown that a high-grade mineralized envelope (the "Main Zone") within the Quartz Metachert ("QMC"), plunges shallowly to the south. The Main Zone is interpreted to be down dropped vertically to the south, by a steeply dipping fault (Figure 3). The next (third) phase of drilling will target the down-dropped extension of the Main Zone, as shown in Figure 3.

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Golden Shield Closes C$6.3M Private Placement

Golden Shield Closes C$6.3M Private Placement

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

(GSRI:CSE)

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Golden Shield Amends Private Placement Terms

Golden Shield Amends Private Placement Terms

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

Golden Shield Resources Corp. (CSE: GSRI) ( Frankfurt : 4LE0) (" Golden Shield " or the " Company ") announced today that it has amended the terms of its private placement previously announced on June 9, 2022 (the " Offering ").

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Silver Viper Minerals Files Amended and Restated Offering Document in Connection with Private Placement

Silver Viper Minerals Files Amended and Restated Offering Document in Connection with Private Placement

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /

Silver Viper Minerals Corp. (the " Company " or " Silver Viper ") (TSXV: VIPR) (OTC: VIPRF) announces that in connection with the Company's non-brokered private placement previously announced on November 30, 2023 (the "Offering") of up to 45,454,546 units (the "Units") to raise gross proceeds of up to $5,000,000 an amended and restated offering document (the "Offering Document") related to the Offering has been filed and can be accessed under the Company's profile at www.sedarplus.com and on the Company's website at https:silverviperminerals.cominvestors . Prospective investors should read the Offering Document before making an investment decision.

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Silver Viper Minerals Announces $5 Million LIFE Private Placement

Silver Viper Minerals Announces $5 Million LIFE Private Placement

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /

Silver Viper Minerals Corp. (the " Company " or " Silver Viper ") (TSXV: VIPR) (OTC: VIPRF) is pleased to announce that the Company intends to undertake a non-brokered private placement financing (the " Offering ") pursuant to the Listed Issuer Financing Exemption (the " LIFE ") of National Instrument 45-106 - Prospectus Exemptions (" NI 45-106 ") to raise gross proceeds of up to $5,000,000 from the sale of up to 45,454,546 units (" Units ") at a price of $0 .11 per Unit. Each Unit will consist of one common share of the Company (each, a " Share ") and one warrant (each, a " Warrant "), each Warrant entitling the holder thereof to acquire one Share from the Company at a price of $0.20 per Share for a period of 24 months from its date of issue.

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iMetal Resources Engages the Services of Global One Media

iMetal Resources Engages the Services of Global One Media

iMetal Resources Inc. (TSX.V:IMR)(OTCQB:IMRFF)(FRANKFURT:A7V) ("iMetal" or the "Company"), a mineral exploration company with a recently announced gold discovery on their Gowganda West property bordering the Juby Deposit in the prolific Abitibi Greenstone Gold Belt in Ontario, Canada, is pleased to announce it has engaged the services of Global One Media Limited ("Global One Media") to manage its social media channels, including the distribution of interviews, company news, and other similar services

Commenting on the Global One Media engagement, Bastien Boulay, CEO of Global One Media said, "With the vast majority of young adults turning to social media for investment advice, we are thrilled to be able to introduce and enhance iMetal Resources' exposure to Millennial and Gen Z investors in particular, who typically consume investment information on digital channels such as YouTube, TikTok, Spotify or Instagram. By presenting the information in a way that is relevant to them and easy to digest and understand, we aim to help iMetal Resources develop a dynamic online following across all their social media channels.

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Getchell Gold Corp. Increases Fondaway Canyon Project Claim Area by 50%

Getchell Gold Corp. Increases Fondaway Canyon Project Claim Area by 50%

Getchell Gold Corp. (CSE: GTCH) (OTCQB: GGLDF) (FWB: GGA1) (" Getchell " or the " Company ") is pleased to announce that the Company has increased the size of the Fondaway Canyon project, its flagship advanced exploration stage gold property, by 50% through staking.

Figure 1: Fondaway Canyon Gold Project – Claim Boundary Map (CNW Group/Getchell Gold Corp.)

The Company has staked an additional 75 claims, for 600 hectares (1,480 acres), bringing the total claim group to 246 claims, for 1,785 hectares (4,412 acres). The extended claim package now spans 7 kms (4.5 miles) East-West and 3 kms (2 miles) North-South (Fig. 1).

The expanded claim boundary provides Getchell:

  1. Sole control of the entire Fondaway Canyon gold corridor and mineralizing system;
  2. Room to significantly expand the mineral resource and conceptual open pits; and
  3. Ample area to support the infrastructure required for future potential development.
Fondaway Canyon Gold Project

Getchell Gold Corp. is delineating a potential Tier-1 gold resource at its flagship Fondaway Canyon gold project located 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 (Company news release dated February 1, 2023 ), which highlighted:

  • 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 well-positioned to continue expanding the Mineral Resource Estimate and advancing towards a Preliminary Economic Assessment.

Scott Frostad , P.Geo., 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.

Notes on the Mineral Resource Estimate:

  1. 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).
  2. 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 .
  3. The independent and qualified person for the MRE, as defined by National Instrument 43-101, is Michael Dufresne , P.Geo., from APEX Geoscience Ltd.
Supplemental Financing Amendment

Further to the Company's announcement dated November 27, 2023 , the warrant terms of the non-brokered private placement supplemental offering (the " Financing ") have been revised while all other terms remain unchanged.

The Financing will consist of up to 1,500,000 units (each a " Unit ") at a price of $0.10 per Unit, for gross proceeds of up to $150,000 . Each Unit will consist of one common share of the Company and 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 $0.15 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 is subject to receipt of all necessary corporate and regulatory approvals, including acceptance by the Canadian Securities Exchange. The securities issued pursuant to the Financing will be subject to a statutory four-month hold period in accordance with applicable securities laws.

The securities offered in the Financing 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.

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 .

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 launching and completion of the Financing, the terms of the Financing, the issuance and vesting of Warrants, payment of finder's fees in connection with the Financing, receipt of all applicable regulatory approval of the Financing, and the use of proceeds. 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.

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

SOURCE Getchell Gold Corp.

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TSX Venture Exchange Stock Maintenance Bulletins

TSX Venture Exchange Stock Maintenance Bulletins

TSX VENTURE COMPANIES

BULLETIN V2023-0083

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Getchell Gold Corp. Announces Debenture Financing

Getchell Gold Corp. Announces Debenture Financing

Getchell Gold Corp. (CSE: GTCH) (OTCQB: GGLDF) (FWB: GGA1) ("Getchell" or the "Company") plans to undertake a debenture (the " Debentures ") financing to raise a minimum of $2,500,000 and a maximum of $5,000,000 (the " Debenture Financing ").

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

The Debentures will mature three (3) years from the date of grant (the " Maturity Date ") and will bear interest at 11% per annum, non-compounding. In addition to the interest on the Debentures, lenders will receive that number of non-transferable common share purchase warrants (the " Warrants ") which is equal to the aggregate purchase price paid by the lender (the principal amount of the Debenture purchased) divided by $0.10 . Each warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.10 per share for a period of three years from the closing of the Debenture Financing. Fifty percent of each lender's Warrants will vest on closing of the Debenture Financing and the remaining fifty percent 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 US$1.6 million 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 Ltd. 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 6 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 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 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 (Company 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 well positioned to continue expanding the Mineral Resource Estimate and advancing towards a Preliminary Economic Assessment.

Scott Frostad , P.Geo., 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.

Notes on the Mineral Resource Estimate:

  1. 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).
  2. 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 .
  3. The independent and qualified person for the MRE, as defined by National Instrument 43-101, is Michael Dufresne , P.Geo., from APEX Geoscience Ltd.
Supplemental Financing

The Company further announces a supplemental offering of a non-brokered private placement (the " Financing ") to individuals wanting to invest but unable to participate in the Debenture Financing. The Financing will consist of up to 1,500,000 units (each a " Unit ") at a price of $0.10 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 $0.20 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 are 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.

The securities offered in the Financing and the Debenture Financing 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.

Corporate Update

Further to the Notice of Annual General Meeting regarding the Company's annual general meeting to be held on December 8, 2023 , the Company will now hold an Annual General and Special Meeting on December 22, 2023 at 1PM (PST). Amended proxy materials will be available to shareholders of the Company in due course. The amended proxy materials will be accessible online at the Company's website at https://www.getchellgold.com and available under the Company's profile on SEDAR+ at www.sedarplus.ca .

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 launching and completion of the Debenture Financing and Financing, the terms of the Debenture Financing and Financing, the issuance and vesting of Warrants, payment of finder's fees in connection with the Debenture Financing and Financing, receipt of all applicable regulatory approval of the Debenture Financing and Financing, the use of proceeds, and timing for the amended proxy materials for the Annual General and Special Meeting. 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.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/November2023/27/c6645.html

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