Getchell Gold Corp. — Interim / Quarterly Report 2021

Feb 26, 2021

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GETCHELL GOLD CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2020 AND 2019 (Unaudited – Expressed in Canadian Dollars)

NOTICE TO READER

Under National Instrument 51-102, Part 4, subsection 4.3(3)(a) issued by the Canadian Securities Administrators, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements have been prepared by and are the responsibility of the Company’s management.

The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity's auditor.

GETCHELL GOLD CORP. Condensed Interim Consolidated Statements of Financial Position (Unaudited – Expressed in Canadian Dollars)

As at ASSETS CURRENT ASSETS Cash Accounts receivable Prepaid expenses Reclamation deposit		$	December 31, 2020 March 31, 2020 1,885,936 $ 810,190 123,421 46,849 133,679 122,037 16,855 20,367
TOTAL CURRENT ASSETS Reclamation deposits Furniture (Note 4)			2,159,891 999,443 57,033 63,551 1,864 337
TOTAL ASSETS		$	2,218,788 $ 1,063,331
LIABILITIES CURRENT Accounts payable and accrued liabilities (Note 5) TOTAL LIABILITIES SHAREHOLDERS’ EQUITY SHARE CAPITAL(Note 6) STOCK OPTIONS RESERVE(Note 6) WARRANTS RESERVE(Note 6) DEFICIT		$ $	91,498 $ 254,548 91,498 254,548 15,737,847 $ 11,632,170 1,511,305 960,923 175,928 262,941 (15,297,790) (12,047,251)
TOTAL SHAREHOLDERS’ EQUITY			2,127,290 808,783
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			2,218,788 $ 1,063,331

APPROVED ON BEHALF OF THE BOARD:

Signed, “William S. Wagener” Director Signed, “Mike Sieb” Director

See accompanying notes to the condensed interim consolidated financial statements.

2

GETCHELL GOLD CORP. Condensed Interim Consolidated Statements of Loss and Comprehensive Loss (Unaudited – Expressed in Canadian Dollars)

		Three months ended	Three months ended	Three months ended		Nine months ended	Nine months ended	Nine months ended
		December 31,				December 31,
		2020		2019		2020		2019
EXPENSES
Exploration and evaluation expenditures (Notes 7)	$	1,014,800	$	26,743	$	1,802,092	$	770,246
Administrative and general		12,169		10,641		36,800		33,457
Advertising and promotion		96,188		2,500		300,084		2,529
Communication		1,268		248		6,661		2,107
Filing fees		12,248		6,448		39,213		19,181
Management and consulting (Note 5)		153,331		144,459		478,031		384,156
Occupancy		3,515		3,195		12,544		9,585
Office and general		9,368		1,786		22,228		8,869
Professional fees		27,205		39,795		141,878		153,363
Share-based compensation (Note 6)		199,329		-		541,651		173,407
Travel		5,367		15,542		18,070		43,728
Depreciation (Note 4)		98		28		140		84
Foreign exchange (gain) loss		(2,171)		5,379		5,623		12,005
	$	(1,532,715)	$	(256,764)	$	(3,405,015)	$	(1,612,717)
LOSS BEFORE OTHER INCOME (EXPENSES)
Amortization of warrant issue costs (Note 6)	$	-	$	-	$	-	$	(37,000)
Other income		-		-		-		11,700
Recovery on reversal of accounts payable		-		-		56,001		18,790
Unrealized gain on warrant liability (Note 6)		-		-		-		77,844
Loss on extension on warrants (Note 6)		-		(147,317)		-		(147,317)
LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD	$	(1,532,715)	$	(404,081)	$	(3,349,014)	$	(1,688,700)
Loss per share - basic and diluted	$	(0.02)	$	(0.01)	$	(0.05)	$	(0.05)
Weighted average number of shares outstanding -
basic and diluted		70,081,881		36,181,334		62,963,218		35,670,343

See accompanying notes to the condensed interim consolidated financial statements.

3

GETCHELL GOLD CORP. Condensed Interim Consolidated Statements of Cash Flows (Unaudited – Expressed in Canadian Dollars)

	2020	2019
For the nine months ended December 31,	$	$
Operating activities:
Loss for the period	(3,349,014)	(1,688,700)
Items not affecting cash
Depreciation	140	84
Share-based compensation	541,651	173,407
Unrealized foreign exchange gain	(17,246)	(3,379)
Shares issued for property	267,883	-
Shares issued for consideration of services	82,037	-
Other income	-	(11,700)
Amortization of warrant issue costs	-	37,000
Unrealized gain on warrant liability	-	(77,844)
Recovery on reversal of accounts payable	(56,001)	(18,790)
Loss on extension on warrants	-	147,317
Net change in non-cash working capital balances:
Accounts receivable	(76,572)	15,188
Prepaid expenses	(11,642)	(65,656)
Accounts payable and accrued liabilities	(89,549)	(3,316)
Cash used in operating activities	(2,708,313)	(1,496,389)
Investing activities:
Purchase of equipment	(1,667)	-
Reclamation deposit	1,423	-
Cash used in investing activities	(244)	-
Financing activity:
Issuance of common shares, net of issue costs	3,758,450	1,930,628
Cash provided by financing activity	3,758,450	1,930,628
Foreign exchange effect on cash	25,853	400
Change in cash	1,075,746	434,639
Cash, beginning of period	810,190	513,375
Cash, end ofperiod	1,885,936	948,014

See accompanying notes to the condensed interim consolidated financial statements.

4

GETCHELL GOLD CORP.

Condensed Interim Consolidated Statements of Changes in Equity (Deficiency) (Unaudited – Expressed in Canadian Dollars)

Balance, March 31, 2019 Shares issued for cash Share issue costs Share-based compensation Obligation to issue shares Loss on extension on warrants Loss for the period Balance December 31, 2019 Shares issued for cash Share issue costs Cancellation of stock options and warrants Share-based compensation Shares issued from treasury (Note 6) Shares issued for mineral properties Loss for the period Balance, March 31, 2020 Shares issued for cash Share issue costs Cancellation of stock options and warrants Share-based compensation Shares issued pursuant to debt settlement Shares issued for mineral properties Shares issued for services received Shares issued for warrant exercised Loss for the period Balance December 31, 2020	Share Capital Share Capital Shares to be Issued Stock Options Reserve Warrants Reserve Deficit Total # $ $ $ $ $ $
	28,690,664 9,095,269 31,418 311,801 47,049 (9,488,505) (2,968) 17,697,731 2,092,910 (31,418) - 61,333 - 2,122,825 - (429,139) - 224,175 12,767 - (192,197) - - - 173,407 173,407 960,456 199,891 - - - - 199,891 - - - - 147,317 147,317 - - - - - (1,688,700) (1,688,700)
	47,348,851 10,958,931 - 709,383 268,466 (11,177,205) 759,575 6,491,667 649,167 - - - - 649,167 - (88,751) - 27,705 4,585 - (56,461) - - - (22,283) (10,110) 32,393 - - - - 246,118 - - 246,118 - (17,404) - - - - (17,404) 967,513 130,227 - - - - 130,227 - - - - - (902,439) (902,439)
	54,808,031 11,632,170 - 960,923 262,941 (12,047,251) 808,783
	5,622,500 1,772,550 - - 56,450 - 1,829,000 - (284,140) - 106,926 17,408 - (159,806) - - - (98,195) (280) 98,475 - - - - 541,651 - - 541,651 50,000 17,500 - - - - 17,500 788,078 267,883 - - - - 267,883 180,300 82,037 - - - - 82,037 9,396,556 2,249,847 - - (160,591) - 2,089,256 - - - - - (3,349,014) (3,349,014)
	70,845,465 15,737,847 - 1,511,305 175,928 (15,297,790) 2,127,290

See accompanying notes to the condensed interim consolidated financial statements.

5

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

1 . NATURE OF OPERATIONS AND GOING CONCERN

Getchell Gold Corp. (the “Company”) is a Canadian junior resource exploration company, that carries on business in one segment, being the identification, acquisition and exploration of properties for mining of precious and base metals. The Company is incorporated and domiciled in Ontario, Canada.

The Company has four exploration assets in Nevada, USA. The registered address of the Company and its principal place of business is 310-133 Richmond Street West, Toronto, ON M5H 2L3. The Company’s shares are listed on the Canadian Securities Exchange (“CSE”) under the symbol “GTCH” and also trade in the United States on the Over-the-Counter OTCQB Venture Market (“OTCQB”) under the symbol “GGLDF”.

Getchell Gold Corp. (“Getchell”) and Buena Vista Gold Inc. (“BVG”) entered into an arrangement agreement on November 11, 2017, pursuant to which Getchell acquired all of the issued and outstanding common shares of BVG on a one to one basis (the “Transaction”). The Transaction was carried out by way of a plan of arrangement (the “Agreement”), pursuant to which BVG became a wholly owned subsidiary of Getchell (Note 3). As a result of the Transaction, Getchell Gold Corp., as the “Resulting Issuer,” continued on with the business of BVG under the name “Getchell Gold Corp.” The Transaction was deemed to be a reverse takeover (“RTO”) as shareholders of BVG acquired control of the combined entity.

On November 6, 2018, the Company completed the Transaction and the common shares of the Resulting Issuer were listed on the CSE and began trading on December 3, 2018. Trading was halted on December 18, 2018 when the Company became aware that the former Wabi Exploration Inc. (“Wabi”) shares were trading on a pre-consolidation basis between December 3, 2018 and December 18, 2018 (the “Trading Period”), not on a 1 for 6 basis as required by the Agreement. The former Wabi shares were consolidated prior to the resumption of trading on January 21, 2019.

The Company participated in numerous formal discussions with investment industry participants and regulators in an effort to find a resolution. After careful consideration, management determined that the best option was for the Company to issue shares to buyers of shares during the Trading Period. During the year ended March 31, 2020, 1,057,956 common shares were issued (Note 6). With respect to the trading of preconsolidation shares during the Trading Period, a brokerage account reconciliation resulted in the return of 97,500 common shares for cancellation. While there was a dilutive effect to all shareholders, the Board of Directors believed that this solution was in the best interest of all shareholders and would allow the Company to advance its exploration assets in order to create value for shareholders.

The business of exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The Company’s continued existence is dependent upon the preservation of its interests in the underlying properties, the discovery of economically recoverable reserves and the achievement of the Company’s ability to dispose of its interests on an advantageous basis. Although the Company has taken steps to verify title to the property on which it is conducting exploration and in which it has an interest, these procedures do not guarantee the Company’s title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, unregistered claims, aboriginal claims, and non-compliance with regulatory requirements.

6

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), applicable to a going concern, under which material uncertainties that may cast significant doubt upon the Company’s ability to continue as a going concern must be disclosed. As at December 31, 2020, the Company had not yet achieved profitable operations and continues to be dependent upon its ability to obtain sufficient working capital from external financing to meet the Company’s liabilities as they become payable, and ultimately to generate profitable future operations. The Company incurred a net loss of $3,349,014 during the nine months ended December 31, 2020. As at December 31, 2020, the Company had a working capital of $2,068,393 as well as cumulative losses totaling $15,297,790.

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. The pandemic could result in delays in the course of business, including potential delays to its exploration efforts/activities/programs, and continue to have a negative impact on the stock market, including trading prices of the Company’s shares and its ability to raise new capital. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time. These material uncertainties may cast some doubt on the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and, therefore, be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of operations, and at amounts different from those in the condensed interim consolidated financial statements. Such amounts could be material.

2. BASIS OF PREPARATION

(i) Statement of compliance

These condensed interim consolidated financial statements have been prepared in conformity with International Accounting Standard (“IAS”) 34 Interim Financial Reporting , using the same accounting policies as detailed in the Company’s audited annual financial statements for the year ended March 31, 2020. They do not include all the information required for complete annual financial statements in accordance with IFRS, as issued by the IASB and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") and therefore should be read together with the audited annual financial statements for the year ended March 31, 2020.

These condensed interim consolidated financial statements were approved by the board of directors for issue on February 25, 2021.

(ii) Basis of presentation

These condensed interim consolidated financial statements were prepared under the historical cost basis, except for certain assets which are measured at fair value as explained in the accounting policies set out in Note 3 of the Company’s audited annual financial statements for the year ended March 31, 2020. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information. These condensed interim consolidated financial statements are presented in Canadian dollars unless otherwise indicated.

7

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

(iii) Principles of consolidation

These condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Buena Vista Gold Inc. and Getchell Gold Nevada Inc. (formerly Buena Vista Minerals Inc.) incorporated in Nevada, USA. Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions.

(iv) Significant accounting judgments, estimates and assumptions

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and these differences could be material.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

- Going concern

As is common with exploration companies, the Company's ability to continue its on-going and planned exploration activities and continue operations as a going concern, is dependent upon the recoverability of costs incurred to date on mineral properties, the existence of economically recoverable reserves, and the ability to obtain necessary equity financing from time to time. The factors considered by management are disclosed in Note 1.

- Title to mineral property interests

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

- Functional currency

The functional currency for each of the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of the functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

- Income taxes and recoverability of potential deferred tax assets

In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. The Company considers whether relevant tax planning opportunities are within the Company’s control, are feasible, and are within management’s ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially

8

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period.

- Determination of control in the Transaction and RTO

The determination of the acquirer in the Transaction is subject to judgment and requires the Company to determine which party obtains control of the combining entities. Management applies judgment in determining control by assessing the following three factors: whether the Company has power over BVG; whether the Company has exposure or rights to variable returns from its involvement with BVG; and whether the Company has the ability to use its powers over BVG to affect the amount of its returns. In exercising this judgment, BVG was deemed to be the acquirer in the Transaction.

Management has had to apply judgment relating to acquisitions with respect to whether the acquisition was a business combination or an asset acquisition. Management applied a three-element process to determine whether a business or an asset was purchased, considering inputs, processes and outputs of the acquisition in order to reach a conclusion. The Transaction was accounted for as a reverse acquisition and the difference between the fair value of net assets acquired and the consideration paid was recorded as a listing expense (Note 3).

- Share-based compensation and warrant liability

Management determines costs for share-based compensation using market-based valuation techniques. The fair value of the market-based and performance-based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviors and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates. Warrant liabilities are accounted for as derivative liabilities as they are exercisable in US dollars.

- Fair value of consideration

The fair value of consideration to acquire the Company in a reverse take-over transaction comprised common shares and replacement warrants and options. Common shares were valued on the date of issuance. Replacement warrants and options were valued using the Black-Scholes model. The Company applied IFRS 2 Share-based Payments, in accounting for the Transaction.

3. REVERSE ACQUISITON

As described in Note 1, on November 6, 2018, the Company and BVG completed a Transaction which constituted a Reverse acquisition. The Company issued 25,029,930 shares to the shareholders of BVG on a one to one basis.

As a result of the Transaction, the shareholders of BVG obtained control of the combined entity by obtaining control of the voting power of the combined entity and the resulting power to govern the financial and operating policies of the combined entity.

For accounting purposes, BVG, the legal subsidiary, has been treated as the accounting parent company and Getchell, the legal parent, has been treated as the accounting subsidiary in these consolidated financial statements. As BVG was deemed to be the acquirer for accounting purposes, its assets, liabilities and operations since incorporation are included in these consolidated financial statements at their historical carrying values. Getchell’s results of operations have been included since November 6, 2018.

9

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

The following summarizes the reverse takeover of Getchell by BVG and the assets acquired and liabilities assumed on November 6, 2018, the Transaction date:

	$
Consideration paid:
Fair value of 3,660,734 common shares of the Company at $0.45 per share	1,647,330
Fair value of 66,667 replacement stock options issued	22,283
Fair value of 47,667 replacement warrants issued	10,110
Transaction extension fee	40,000
	1,719,723
Transaction costs incurred:
Legal fees	24,629
Net tangible liabilities (estimated fair value) assumed:
Cash	17,263
Amounts receivable	5,100
Prepaid expenses	810
Accounts payable and accrued liabilities	(100,666)
	(77,493)

At the time of the Transaction, Getchell’s assets consisted primarily of cash and accounts receivable, and it did not have any processes capable of generating outputs; therefore, Getchell did not meet the definition of a business. Accordingly, as Getchell did not qualify as a business in accordance with IFRS 3 Business Combinations , the Transaction did not constitute a business combination. The Transaction constituted a reverse acquisition of Getchell by BVG and has been accounted for in accordance with the guidance provided in IFRS 2 Share-based payments and IFRS 3 Business combinations .

As the acquisition was not considered a business combination, the excess value of consideration paid over the net liabilities assumed together with the estimated fair value of options and warrants issued to Getchell shareholders, and additional transaction costs are expensed as a listing expense.

The fair value of the common shares amounted to $1,647,330, based on the shares issued in a concurrent financing of BVG’s units at the time of the transaction of $0.45 per unit. The fair values of the stock options and warrants were determined using the Black-Scholes option pricing model with the following weighted average assumptions: dividend yield of 0%, expected volatility of 110% based on historical volatility of comparable entities, risk free interest rate of 2.32%, and an expected life of 2.74 years at a share price of $0.45.

	$
Consideration paid	1,719,723
Net tangible liabilities assumed	77,493
Transaction costs incurred	24,629
	1,821,845

10

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

4. FURNITURE

		Furniture
	Cost Cost at March 31, 2019 and 2020 Addition Cost at December 31, 2020 Accumulated Depreciation Balance at March 31, 2019 Depreciation Balance at March 31, 2020 Depreciation Balance at December 31, 2020 Net book value March 31, 2020 Net book value December 31, 2020	$ 3,000 1,667
		4,667
		$ (2,551) (112)
		$ (2,663) (140)
		$ (2,803)
		$337
		$1,864

5. RELATED PARTY TRANSACTONS

In accordance with IAS 24 Related party disclosures , key management personnel are those having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company. The Company had the following transactions with related parties or companies controlled by related parties:

	Three Months Ended December 30, 2020 Three Months Ended December 30, 2019 Nine Months Ended December 31, 2020 Nine Months Ended December 31, 2019
Management and consulting fees, and E&E expenditures Administration fees Share-based compensation	$ 75,860 $ 112,958 $ 351,437 $ 244,206 - - - 2,000 105,527 - 219,080 103,837
	$ 181,387 $ 112,958 $ 570,517 $ 350,043

Accounts payable and accrued liabilities as at December 31, 2020 include $2,400 (March 31, 2020 - $9,083) due to related parties. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

11

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

6. SHARE CAPITAL, STOCK OPTIONS AND WARRANTS

a) Shares Authorized

The Company is authorized to issue an unlimited number of common shares with no par value.

b) Transactions

(i) Nine months ended December 31, 2020

On May 29, 2020, the Company closed a non-brokered private placement financing and issued 2,800,000 Units at $0.25 per Unit (the “Units”) for gross proceeds of $700,000. Each Unit consisted of one common � share (a “Share”) and one half share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to acquire an additional common share at a price of $0.35 per share until May 29, 2022. The Company also paid aggregate finder’s fees of $36,750 in cash and issued 119,000 Compensation Option Units (the “Finders Option”) and 28,000 finder’s warrants (“Finder’s Warrant”). Each Finders Option is exercisable at a price of $0.25 per unit to acquire either: (a) one common share and one Warrant (“Finders Option Warrants”) until May 29, 2022; or (b) one common share until May 29, 2025. Each whole Finders Option 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 issue. Each Finder’s Warrant will be exercisable to acquire an additional common share at $0.35 per share for a two-year period from the date of issue. The Company incurred share issuance costs of $11,890.

On July 22, 2020, the Company settled $17,500 of debt with a creditor by issuing 50,000 common shares at a price of $0.35 per share.

On August 7, 2020, the Company issued 38,917 common shares at a fair value of $13,543 (US$10,000) pursuant to the Star Point mining lease amended on June 1, 2020.

On September 15, 2020, the Company issued 180,300 common shares at a fair value of $82,037 as consideration for services received.

On September 28, 2020, the Company closed a non-brokered private placement financing and issued 2,822,500 Units at $0.40 per Unit for gross proceeds of $1,129,000. Each Unit consisted of a Share and one � half of a Warrant. Each Warrant entitles the holder to acquire an additional common share at a price of $0.60 per share until September 28, 2022. The grant date fair value attributed to the 2,822,500 shares and warrants issued was estimated to be $1,072,550 and $56,450 respectively. The Company also paid aggregate finder’s fees of $92,500 in cash and issued 179,000 Finders Options and 54,500 Finder’s Warrants. Each Finders Option is exercisable at a price of $0.40 for a period of five years to acquire either: (a) one unit comprised of one common share and one-half of a Finders Option Warrant until September 28, 2022; or (b) one common share after September 28, 2022. Each Finders Option Warrant entitles the holder to acquire one common share at a price of $0.60 per share until September 28, 2022. Each Finder’s Warrant will be exercisable to acquire an additional common share at $0.40 per share for a two-year period from the date of issue. The Company incurred share issuance costs of $18,666.

On December 18, 2020, the Company issued 749,161 common shares at a fair value of $254,340 (US$200,000) as the first anniversary payment pursuant to the Definitive Agreement in the acquisition of the Fondaway Canyon and Dixie Comstock projects (Note 7).

During the nine months ended December 31, 2020, the Company issued 9,396,556 common shares for the exercise of warrants for gross proceeds of $2,089,256. A value of $160,591 was transferred from the sharebased payment reserve to share capital as a result.

12

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

(ii) Year ended March 31, 2020

On May 21, 2019, the Company closed the first tranche of a private placement financing and issued � 5,236,065 Units at $0.15 per Unit for gross proceeds of $785,410. Each Unit consisted of a Share and one half of a Warrant. Each Warrant entitles the holder to acquire an additional common share at a price of $0.25 per share until May 17, 2021. The Company also issued 268,333 Finders Options and paid an aggregate of $39,250 to qualified finders. Each Finders Option is a compensation unit exercisable at $0.15 � per option into one common share and one half of a Finders Option Warrant for a five-year period. Each Finders Option Warrant will be exercisable to acquire an additional common share at $0.25 per share for a two-year period from the date of exercise of the Finders Option. The Company incurred share issuance costs of $22,383.

On June 4, 2019, the Company fulfilled its obligation to issue 1,057,956 common shares from treasury to buyers of shares during the Trading Period. As at March 31, 2019, the Company recorded $211,591 as other expenses in recognition of this obligation. The shares were in satisfaction of claims that may have resulted from the purchase of pre-consolidation shares during the Trading Period, as discussed in Note 1. With respect to the trading of pre-consolidation shares during the Trading Period, a brokerage account reconciliation resulted in the return of 97,500 common shares which were cancelled on July 11, 2019. The Company recognized a gain of $29,104 on the issuance of these common shares.

On July 12, 2019, the Company closed the final tranche of the May 2019 private placement financing and issued 2,453,333 Units at $0.15 per Unit for gross proceeds of $368,000. Each Unit consisted of a Share and one � half of a Warrant. Each Warrant entitles the holder to acquire an additional common share at a price of $0.25 per share until July 12, 2021. The grant date fair value attributed to the 2,453,333 shares and warrants issued was estimated to be $306,667 and $61,333 respectively. The Company also paid an aggregate of $21,333 to qualified finders and issued 134,222 Finders Options, which have the same terms as the Finders Options issued in the first tranche of the private placement. The Company incurred share issuance costs of $7,296.

On December 20, 2019, the Company closed the first tranche of a private placement financing and issued 10,008,333 Units at $0.10 per Unit for gross proceeds of $1,000,833. Each Unit consisted of a Share and one Warrant of the Company. Each Warrant entitles the holder to acquire one common share at a price of $0.14 per share until December 20, 2021. The Company also paid an aggregate of $93,200 to qualified finders and issued 756,350 Finders Options and 175,650 Finder’s Warrants. Each Finders Option is exercisable at a price of $0.10 per unit to acquire either: (a) one common share and one warrant until December 20, 2021; or (b) one common share until December 20, 2024. Each Finder’s Warrant entitles the holder to acquire one common share at a price of $0.14 per share until December 20, 2021. The Company incurred share issuance costs of $16,490.

c) Stock Options

The Company has a stock option plan (the "Plan") for its directors, officers, consultants and key employees under which the Company may grant options to acquire a maximum number of 10% of the total issued and outstanding common shares of the Company. These options are non-transferrable and are valid for a maximum of 5 years from the date of issue. Vesting terms and conditions are determined by the Board of Directors at the time of the grant. The exercise price of the options is fixed by the Board of Directors of the Company at the time of the grant at the market price of the common shares, subject to all regulatory requirements. Expected volatility has been determined using the share price of the Company for the period equivalent to the life of the options prior to grant date.

A summary of the Company's stock option activity during the periods presented is as follows:

13

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

		Weighted Average	Weighted Average
		Exercise Price	Exercise Price
	Number	(CAD)	(USD)
Outstanding and exercisable,
March 31, 2019	941,667	$ 0.42	$ 0.32
Granted	4,505,000	0.11	n/a
Cancelled	(66,667)	0.42	n/a
Outstanding and exercisable,
March 31, 2020	5,380,000	$ 0.45	$ 0.32
Granted	2,175,000	0.35	n/a
Cancelled	(925,000)	0.14	n/a
Outstanding and exercisable,
December 31, 2020	6,630,000	$ 0.41	$ 0.32

On June 26, 2020, the Company cancelled 875,000 stock options pursuant to a settlement agreement with the former CFO of the Company.

On July 1, 2020, the Company cancelled 50,000 stock options previously held by a former consultant of the Company.

On July 2, 2020, the Company granted 1,025,000 options to directors, officers, advisors and consultants, exercisable at $0.33 for a five-year term. The options vested immediately. The following assumptions were used for the options: expected dividend yield of 0%, expected volatility of 103%, risk free rate of return of 0.32%, expected life of 5 years, and share price of $0.33, resulting in a charge of $254,843 as share-based payments for the nine months ended December 31, 2020.

On July 15, 2020, the Company granted 150,000 stock options to a director, exercisable at $0.35 for a fiveyear term. The options vested immediately. The following assumptions were used for the options: expected dividend yield of 0%, expected volatility of 103%, risk free rate of return of 0.30%, expected life of 5 years, and share price of $0.35, resulting in a charge of $38,965 as share-based payments for the nine months ended December 31, 2020.

On September 17, 2020, the Company granted 150,000 options to consultants, exercisable at $0.45 for a five-year term. The options vested immediately. The following assumptions were used for the options: expected dividend yield of 0%, expected volatility of 96%, risk free rate of return of 0.32%, expected life of 5 years, and share price of $0.45, resulting in a charge of $48,514 as share-based payments for the nine months ended December 31, 2020.

On December 11, 2020, the Company granted 850,000 options to consultants, exercisable at $0.35 for a five-year term. The options vested immediately. The following assumptions were used for the options: expected dividend yield of 0%, expected volatility of 91%, risk free rate of return of 0.38%, expected life of 5 years, and share price of $0.35, resulting in a charge of $199,329 as share-based payments for the nine months ended December 31, 2020.

The weighted average remaining life of the options as at December 31, 2020 was 3.85 years (March 31, 2020 – 4.22 years).

A summary of the Company’s outstanding and exercisable stock options as at December 31, 2020 is presented below:

14

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

	Options Outstanding		Exercise Price
Expirydate	and Exercisable		(CAD)
November 10, 2021		750,000		$ 0.41
September 12, 2024		1,955,000		$ 0.08
March 27, 2025		1,750,000		$ 0.15
July 2, 2025		1,025,000		$ 0.33
July 15, 2025		150,000		$ 0.35
September 17, 2025		150,000		$ 0.45
December 11, 2025		850,000		$ 0.35
		6,630,000

d) Compound Options

A summary of the Company's compound option activity during the periods presented is as follows:

		Weighted
		Average
		Exercise Price
	Number	(CAD)
Outstanding and exercisable, March 31, 2019	210,399	$ 0.45
Granted	1,402,405	0.11
Outstanding and exercisable, March 31, 2020	1,612,804	$ 0.16
Granted	298,000	0.34
Outstanding and exercisable, December 31, 2020	1,910,804	$0.19

On November 2, 2018, the Company granted 210,399 Finders Options. Each Finders Option entitled the holder to purchase one unit of the Company for a period of 5 years at $0.45. Each unit consists of one common share and one Finders Option Warrant, with each warrant entitling the holder to purchase one additional common share for a period of 5 years at $0.52. The following assumptions were used for the options: expected dividend yield of 0%, expected volatility of 110% based on the historical volatility of comparable entities, risk free rate of return of 2.32%, expected life of 5 years, and share price of $0.45, resulting in a charge of $148,793 as share issue costs for the fifteen months ended March 31, 2019.

On May 17, 2019, the Company granted 268,333 Finders Options. Each Finders Option is a compensation � unit exercisable at $0.15 per option into one common share and one half Finders Option Warrant for a fiveyear period. Each Finders Option Warrant will be exercisable to acquire an additional common share at $0.25 per share for a two year period from the date of exercise of the Finders Option. The following assumptions were used for the options: expected dividend yield of 0%, expected volatility of 110%, risk free rate of return of 1.63%, expected life of 5 years, and share price of $0.15, resulting in a charge of $71,961 as share issue costs for the year ended March 31, 2020.

On July 12, 2019, the Company granted 134,222 Finders Options. Each Finders Option is a compensation � unit exercisable at $0.15 per option into one common share and one half Finders Option Warrant for a fiveyear period. Each Finders Option Warrant will be exercisable to acquire an additional common share at $0.25 per share for a two year period from the date of exercise of the Finders Option. The following assumptions were used for the options: expected dividend yield of 0%, expected volatility of 110%, risk free rate of return of 1.47%, expected life of 5 years, and share price of $0.15, resulting in a charge of $16,395 as share issue costs for the year ended March 31, 2020.

15

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

On December 20, 2019, the Company granted 756,350 Finders Options. Each Finders Option is a compensation unit exercisable at $0.10 per option to acquire either: (a) one common share and one Finders Option Warrant until December 20, 2021; or (b) one common share until December 20, 2024. Each Finders Option Warrant entitles the holder to acquire one common share at a price of $0.14 per share for a period of two years from the date of issuance. The following assumptions were used for the options: expected dividend yield of 0%, expected volatility of 114%, risk free rate of return of 1.64%, expected life of 5 years, and share price of $0.115, resulting in a charge of $118,709 as share issue costs for the year ended March 31, 2020.

On January 29, 2020, the Company granted 243,500 Finders Options. Each Finders Option is a compensation unit exercisable at $0.10 per option to acquire either: (a) one common share and one Finders Option Warrant until January 29, 2022; or (b) one common share until January 29, 2025. Each Finders Option Warrant entitles the holder to acquire one common share at a price of $0.14 per share for a period of two years from the date of issuance. The following assumptions were used for the options: expected dividend yield of 0%, expected volatility of 116%, risk free rate of return of 1.38%, expected life of 5 years, and share price of $0.13, resulting in a charge of $44,815 as share issue costs for the year ended March 31, 2020.

On May 29, 2020, the Company granted 119,000 Finders Options. Each Finders Option is a compensation unit exercisable at $0.25 per option to acquire either: (a) one common share and one Finders Option Warrant until May 29, 2022; or (b) one common share until May 29, 2025. Each Finders Option 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 following assumptions were used for the options: expected dividend yield of 0%, expected volatility of 127%, risk free rate of return of 0.35%, expected life of 5 years, and share price of $0.26, resulting in a charge of $41,160 as share issue costs for the nine months ended December 31, 2020.

On September 28, 2020, the Company granted 179,000 Finders Options. Each Finders Option is a compensation unit exercisable at $0.40 per option to acquire either: (a) one common share and one-half of a Finders Option Warrant until September 28, 2022; or (b) one common share until September 28, 2025. Each Finders Option Warrant entitles the holder to acquire one common share at a price of $0.60 per share for a period of two years from the date of issuance. The following assumptions were used for the options: expected dividend yield of 0%, expected volatility of 131%, risk free rate of return of 0.31%, expected life of 5 years, and share price of $0.38, resulting in a charge of $65,766 as share issue costs for the nine months ended December 31, 2020.

A summary of the Company’s outstanding and exercisable compound options as of December 31, 2020 is presented below:

	Options Outstanding	Exercise Price
Expiry date	and Exercisable
November 2, 2023	210,399	$ 0.45
May 17, 2024	268,333	$ 0.15
July 12, 2024	134,222	$ 0.15
December 20, 2024	756,350	$ 0.10
January 29, 2025	243,500	$ 0.10
May 29, 2025	119,000	$ 0.25
September 28, 2025	179,000	$ 0.40
	1,910,804

16

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

e) Warrants

A summary of the Company's warrant activity during the periods presented is as follows:

		Weighted	Weighted
	Number	Average	Average
	Outstanding	Exercise	Exercise
	and	Price	Price
	Exercisable	(CAD)	(USD)
Outstanding, March 31, 2019	7,130,906(1)(2)(3)	$ 0.25	$0.20
Expired	(47,667)	0.42	n/a
Issued	20,604,350	0.16	n/a
Outstanding, March 31, 2020	27,687,589	$ 0.28	$0.20
Exercised	(9,396,556)	0.22	n/a
Expired	(171,250)	0.25	n/a
Issued	2,893,750	0.38	n/a
Outstanding, December 31, 2020	21,013,533	$0.19	$0.20

(1) Warrant issuance costs of $37,000 with respect to 2,134,375 of these warrants with an exercise price of $0.25 were recorded during the year ended December 31, 2017. The warrants issuance costs were fully amortized during the year ended March 31, 2020.

(2) The exercise price of 4,601,250 of these warrants was denominated in a currency other than the functional currency. As a result, the warrants were considered a derivative financial liability and revalued at each period end with any gain or loss in the fair value being record in the consolidated statements of loss as an unrealized gain or loss on warrant liability. On December 18, 2019, the Company announced that these share purchase warrants were repriced from US$0.40 to CAD$0.25. The fair value of these warrants was determined to be $nil on the date of the repricing and as a result, the Company recorded an unrealized gain on warrant liability of $77,844 during the year ended March 31, 2020.

The expiry date of these warrants was also extended to December 31, 2020. As a result, the Company recorded a loss on extension of warrants of $147,317 for the year ended March 31, 2020. The loss on extension of warrants was estimated using the Black-Scholes model as the difference in the fair value of the warrants between the extended period and the remaining period when the decision was taken to extend the warrants. The following weighted average assumptions were used: expected dividend yield of 0%, 118% expected volatility, 1.71% risk-free interest rate and expected life of 1 year.

(3) On July 22, 2020, the expiry date of 6,855,239 of these warrants was accelerated to August 27, 2020 automatically by the Canadian Securities Exchange.

On December 20, 2019, the Company issued 175,650 Finder’s Warrants. Each Finder’s Warrant entitles the holder to acquire one common share at a price of $0.14 per share until December 20, 2021. The following assumptions were used: expected dividend yield of 0%, expected volatility of 114%, risk free rate of return of 1.69%, expected life of 2 years, and share price of $0.115, resulting in a charge of $11,022 as share issue costs for the year ended March 31, 2020.

17

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

On January 29, 2020, the Company issued 84,000 Finder’s Warrants. Each Finder’s Warrant entitles the holder to acquire one common share at a price of $0.14 per share until January 29, 2022. The following assumptions were used: expected dividend yield of 0%, expected volatility of 116%, risk free rate of return of 1.51%, expected life of 2 years, and share price of $0.13, resulting in a charge of $6,330 as share issue costs for the year ended March 31, 2020.

On May 29, 2020, the Company issued 28,000 Finder’s Warrants. Each Finder’s Warrant entitles the holder to acquire one common share at a price of $0.35 per share until May 29, 2022. The following assumptions were used: expected dividend yield of 0%, expected volatility of 127%, risk free rate of return of 0.28%, expected life of 2 years, and share price of $0.26, resulting in a charge of $4,193 as share issue costs for the nine months ended December 31, 2020.

On September 28, 2020, the Company issued 54,500 Finder’s Warrants. Each Finder’s Warrant entitles the holder to acquire one common share at a price of $0.40 per share until September 28, 2022. The following assumptions were used: expected dividend yield of 0%, expected volatility of 131%, risk free rate of return of 0.23%, expected life of 2 years, and share price of $0.38, resulting in a charge of $13,215 as share issue costs for the nine months ended December 31, 2020.

The weighted average remaining life of the warrants as at December 31, 2020 was 1.00 year (March 31, 2020 – 1.43 years).

A summary of the Company’s outstanding warrants as of December 31, 2020 is presented below:

		Exercise price	Exercise price
Expiry date	Warrants outstanding	(CAD)	(USD)
May 17, 2021	2,268,033	$ 0.25	n/a
July 12, 2021	1,226,667	$ 0.25	n/a
December 20, 2021	8,838,333	$ 0.14	n/a
January 29, 2022	5,558,750	$ 0.14	n/a
May 29, 2022	1,428,000	$ 0.35	n/a
July 24, 2022	228,000	$ 0.26	$ 0.20
September 28, 2022	1,465,750	$ 0.40	n/a
	21,013,533

7. EXPLORATION AND EVALUATION EXPENDITURES

The Company holds a 100% interest in the Star claim group located in Pershing County Nevada, USA. A portion of the Star Point claim group is subject to a mining lease agreement between RS Gold, LLC, the “Owner” dated June 26, 2010 and amended on May 1, 2015. The remainder of the Star claim group is controlled via staking.

During the year ended March 31, 2020, the Company attempted to renegotiate the terms of the BV South, French Boy and Gold Knob mining leases but did not receive satisfactory renewal terms from the Lessors. Consequently, the mining leases were not renewed. The Star Point mining lease was renewed in June 2019 and amended on June 1, 2020.

Star Point

The leased portion of the Star Point claim group is subject to a mining lease agreement, the key provisions of which are as follows:

Original term: Original term of 10 years ended June 26, 2020.

18

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

Advance Minimum Royalties: Advance pre-production royalties deductible from future production royalties were payable as follows:

1st Anniversary of signing US$40,000 (paid) all subsequent Anniversaries US$50,000 (paid to date)

The AMR payments were temporarily amended and reduced to US$5,000 in 2015 and US$10,000 in 2016 (paid). In 2018 and 2019, the AMR payments returned to US$50,000 per year (paid).

Revised term: Revised term was for 20 years ending June 1, 2040, with the option and right to extend the term for 3 additional extension terms of 10 years each.

Advance Minimum Royalties: Advance pre-production royalties deductible from future production royalties are payable as follows:

• Upon effective date of agreement – US$15,000 in cash (paid) and US$10,000 in shares (issued)

• 1st Anniversary – US$15,000 in cash and US$20,000 in shares

• 2nd Anniversary – US$20,000 in cash and US$30,000 in shares

• 3rd Anniversary – US$25,000 in cash and US$40,000 in shares

• 4th Anniversary – US$30,000 in cash and US$40,000 in shares

• 5th and subsequent Anniversaries – US$35,000 in cash or gold equivalent

Production Royalties: A fixed NSR royalty of 3% of net smelter returns on all valuable minerals produced from the Property is payable to the owners on production. In addition, $365,000 in previous advance royalty payments were credited towards future production from the prior agreement.

Royalty Buy-out Provision: The Company may purchase up to a 2% NSR for US$1,500,000 per point.

During the fifteen months ended March 31, 2019, the Company staked and recorded an additional 60 claims adjacent to Star Point and subsequently staked an additional 63 claims to the south of Star Point. The staking of the additional 63 claims extended the claim package to the south. The Company renewed 199 Star Point claims on August 20, 2020.

Hot Springs Peak

The Hot Springs Peak property consists of 167 unpatented lode mining claims in the northern Hot Springs range in northern Nevada.

In August 2017, the Company purchased 88 claims in Nevada, USA from Dutch Flats Gold Inc., a company related through common director and ownership, in exchange for 626,091 common shares and settlement of $90,071 for amounts due by Dutch Flats Gold Inc. to BVG. An additional 16 claims were staked in fiscal 2017. In addition, there were 4 claims leased from a private owner.

In 2019 an additional 87 claims were staked and recorded. The 4 leased claims expired in the first quarter of 2019 and the lease has not yet been renegotiated. 24 claims were not renewed with the BLM in August of 2019. The Company renewed 167 Hot Springs Peak claims on August 20, 2020.

19

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

Fondaway Canyon and Dixie Comstock

On January 3, 2020, the Company executed the definitive agreement (the “Agreement”) with Canagold Resources Ltd. (“Canagold”) (formerly Canarc Resource Corp.), whereby the Company has the option to acquire 100% of the Fondaway Canyon and Dixie Comstock properties located in Churchill County Nevada. Under the terms of the Agreement, the Company can acquire 100% of the projects at any time on or before the 4th anniversary of the Agreement by paying Canagold a total of US$2.0M in cash and US$2.0M in shares and granting Canagold a 2% NSR in the Fondaway Canyon and Dixie Comstock projects (1% of the NSR can be bought out for US$1,000,000 on each project).

During the year ended March 31, 2020, an additional 35 claims were staked and recorded at Fondaway Canyon. The Company renewed a total of 199 unpatented mining claims, Fondaway Canyon 171 claims and Dixie Comstock 28 claims, on August 10, 2020.

Payment terms:

• At signing of the full agreement – US$100,000 in cash (paid) and US$100,000 in shares (issued)

• 1st Anniversary – US$100,000 in cash (paid) and US$200,000 in shares (issued)

• 2nd Anniversary – US$100,000 in cash and US$300,000 in shares

• 3rd Anniversary – US$100,000 in cash and US$400,000 in shares

• � 4th Anniversary – US$1,600,000 in cash and US$1,000,000 in shares

Work commitments:

• Year 1 – US$300,000 - exploration expenditures through December 31, 2020 were US $778,053

• � Year 2 – US$400,000

• Year 3 – US$500,000

• Year 4– US$250,000

Expenditures

Exploration and evaluation expenditures for the nine months ended December 31, 2020 were as follows:

		Hot
		Springs	Fondaway	Dixie
	Star Point	Peak	Canyon	Comstock	Total
	$	$	$	$	$
Acquisition and lease payments	-	-	337,755	64,334	402,089
Claim Fees	51,673	39,634	41,039	6,655	139,001
Field and support	2,620	20,650	43,450	3,930	70,650
Geologist	13,661	15,653	192,161	3,288	224,763
Geophysics	110,508	-	-	-	110,508
Geochemistry	-	-	1,461	-	1,461
Laboratory fees	-	-	261	-	261
Drilling	-	-	741,043	-	741,043
Royalty payments	33,508	-	46,911	-	80,419
Travel	1,131	434	30,332	-	31,897
	213,101	76,371	1,434,413	78,207	1,802,092

20

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

Exploration and evaluation expenditures for the year ended March 31, 2020 were as follows:

		Hot
		Springs	Fondaway	Dixie
	Star Point	Peak	Canyon	Comstock	Total
	$	$	$	$	$
Acquisition and lease payments	-	-	223,574	42,586	266,160
Claim Fees	46,927	39,354	12,973	-	99,254
Field and support	5	-	4,915	933	5,853
Geologist	3,381	64,533	104,798	15,964	188,676
Laboratory fees	-	76,445	-	-	76,445
Drilling	-	436,498	-	-	436,498
Royalty payments	66,540	-	-	-	66,540
Travel	401	19,098	2,728	586	22,813
	**117,254 **	635,928	348,988	60,069	1,162,239

8. CAPITAL MANAGEMENT

The Company manages its shareholders’ equity (deficiency) as capital, making adjustments based on available funds, to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the business.

The properties to which the Company currently has an interest are in the exploration stage and as such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration as well as satisfy administrative costs, the Company will spend its existing working capital and raise additional funds as needed. The Company will continue to assess new properties should sufficient geological or economic potential be demonstrated and if the Company has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach is reasonable given the current size of the Company. There were no changes to its capital management approach during the year ended March 31, 2020 and the nine months ended December 31, 2020. Neither the Company nor its subsidiaries is subject to externally imposed capital requirements.

The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern. The Company has no external debt and is dependent on the capital markets to finance exploration and development activities.

9. SEGMENTED INFORMATION

The Company has one operating segment: the acquisition, exploration and development of precious and base metal mineral resource properties located in Nevada, USA. All furniture and equipment are located in USA and Canada.

10. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

The Company is exposed through its operations to the following financial risks:

• Market Risk

• Liquidity Risk

• Credit Risk

21

GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these consolidated financial statements.

There have been no substantive changes in the Company’s exposure to financial instrument risks, its objectives, polices and processes for managing those risks or the methods used to measure them from previous years unless otherwise stated in the note.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices are comprised of three types of risk: foreign currency risk, interest rate risk and commodity price risk.

Foreign Currency Risk

Given the global nature of the Company’s business, the Company’s operating businesses, financial reporting results and cash flows are exposed to risks associated with foreign currency fluctuations. For the current fiscal period, management estimates that if the United States Dollar had weakened or strengthened by 10% against the Canadian dollar, the resulting change would result in an increase/decrease of approximately $24,189. Included in cash is US$150,180 ($191,209) (March 31, 2020 – US$37,739 ($53,540)), prepaid expenses is US$74,917 ($95,384) (March 31, 2020 – US$49,412 ($70,101)), and accounts payable and accrued liabilities is US$35,108 ($44,700) (March 31, 2020 – US$20,199 ($28,656)) denominated in foreign currency.

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company does not have any borrowings. Interest rate risk is limited to potential decreases on the interest rate offered on cash held with chartered Canadian financial institutions. Sensitivity to a plus or minus 1% change in the interest rates could impact any renewals or extensions of term deposits which would have no significant impact on the net loss due to the immateriality of the interest earned.

Commodity Price Risk

The ability of the Company to develop its mineral properties and the future profitability of the Company is directly related to the market price of precious metals. The Company closely monitors commodity prices to determine the appropriate course of action to be taken. Based on management’s knowledge and expertise of the financial markets, the Company believes that commodity price risk is not relevant as the Company is not a producing entity.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The key to success in managing liquidity is the degree of certainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.

At December 31, 2020, the Company had a cash balance of $1,885,936 and current liabilities of $91,498.

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GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

The following is a summary of the Company’s material contractual obligations (representing undiscounted contractual cash flows):

Accounts payable and accrued liabilities	Due within 1 Year 2 Years 3 Years Over 4 Years Total
	$91,498$-$- $- $91,498

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or a counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk in its cash. The maximum credit risk represented by the Company’s financial assets is represented by their carrying amounts. Concentration of credit risk exists with respect to the Company’s cash as substantially the entire amount is held at a single major Canadian financial institution.

Credit risk on cash is minimized by depositing with only reputable financial institutions.

Determination of Fair Value

Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – Inputs that are not based on observable market data.

The consolidated statements of financial position carrying amounts for cash, accounts receivables, and accounts payable and accrued liabilities approximate fair value due to their short-term nature. Due to the use of subjective judgments and uncertainties in the determination of fair values these values should not be interpreted as being realizable in an immediate settlement of the financial instruments.

11. COMMITMENTS AND CONTINGENCIES

Environmental contingencies

The Company's exploration activities are subject to various international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive.

The Company conducts its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

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GETCHELL GOLD CORP. Notes to the Condensed Interim Consolidated Financial Statements For the three and nine months ended December 31, 2020 and 2019 (Unaudited – Expressed in Canadian Dollars)

12. SUBSEQUENT EVENTS

Subsequent to December 31, 2020, 1,602,500 warrants with a weighted average exercise price of $0.14 have been exercised for gross proceeds of $293,700. In addition, 425,000 stock options were exercised at a price of $0.08 for gross proceeds of $34,000.

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