Getchell Gold Corp. — Capital/Financing Update 2023

Sep 25, 2023

FORM 51-102F3 MATERIAL CHANGE REPORT

1. NAME AND ADDRESS OF COMPANY

Getchell Gold Corp. Suite 488 – 625 Howe Street Vancouver, BC V6C 2T6

2. DATE OF MATERIAL CHANGE

September 19, 2023.

3. NEWS RELEASE

News release dated September 20, 2023.

4. SUMMARY OF MATERIAL CHANGE

Getchell Gold Corp. (the “ Company ”) closed non-brokered private placement.

5. FULL DESCRIPTION OF MATERIAL CHANGE

The Company closed its third and final tranche of a non-brokered private placement. Across the three tranches, the Company issued an aggregate of 5,295,500 units (each a “ Unit ”) at a price of $0.20 per Unit for aggregate gross proceeds of $1,059,100 (the “ Private Placement ”).

Each Unit consists of one common share and one-half of one warrant (each whole warrant, a “ Warrant ”) of the Company. Each Warrant entitles the holder to acquire one additional common share at a price of $0.35 per share for a period of two years from the date of issuance.

The proceeds from the Private Placement will be used for exploration and development of the Company’s properties and general working capital.

In connection with the Private Placement, the Company paid finder’s fees consisting of an aggregate of $16,640 in cash, and 185,300 non-transferable finder’s warrants (the “ Finder’s Warrants ”), and 169,000 finder’s shares. Each Finder’s Warrant entitles the holder to acquire one common share at a price of $0.35 per share for a period of two years from the date of issuance.

The securities issued in connection with the Private Placement are subject to a statutory four month hold period, in accordance with applicable securities laws.

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.

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6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable.

7. OMITTED INFORMATION

Not applicable .

8. EXECUTIVE OFFICER

William Wagener CEO Telephone: 1-647-249-4798

9. DATE OF REPORT

September 25, 2023

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