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Getchell Gold Corp. Management Reports 2025
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Management Reports
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GETCHELL GOLD CORP.
GETCHELL GOLD CORP.
MANAGEMENT'S DISCUSSION & ANALYSIS
FOR THE YEAR ENDED MARCH 31, 2025
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
Introduction
The following management's discussion and analysis ("MD&A") of the financial condition and results of operations of Getchell Gold Corp. ("Getchell" or the "Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the year ended March 31, 2025. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited consolidated annual financial statements of the Company for the year ended March 31, 2025, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results for the fiscal period presented are not necessarily indicative of the results that may be expected for any future period.
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Getchell's common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
The effective date of this report is July 29, 2025.
Forward Looking Information
Certain information regarding the Company within this MD&A may include "forward-looking statements" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future business strategy, goals, expansion and growth of the Company's business, plans and other such matters are forward-looking statements. When used in this MD&A the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements. Such statements by their nature involve certain risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements. The Company considers the assumptions on which these forward-looking statements are based to be reasonable at the time they were prepared but cautions the reader that these assumptions regarding future events, many of which are beyond the control of management, may ultimately prove to be incorrect. The reader should not rely solely on these forward-looking statements.
Overview
The Company is a Canadian junior resource exploration company. The Company has three exploration assets in Nevada, USA.
On May 22, 2024, the Company welcomed Michael Hobart to its Board of Directors.
In June 2024 the contract with Fairfax Partners expired and, as a result, Daniel Southan-Dwyer's position as VP of Corporate Development ended.
On September 8, 2024, the Company announced the resignation of Bill Wagener as CEO and Director.
On October 21, 2024 the Company retained Capital Markets Advisory CA in the person of Karen Mate to direct the Company's Investor Relations activities.
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
Financing
On May 2, 2024, the Company closed the third and final tranche of the debenture financing ("Debenture Financing"), raising an aggregate of $1,441,900. As part of the Debenture Financing, the Company issued 11,419,000 and 3,000,000 warrants (each a "Debenture Warrant"), each allowing the holder to purchase a common share of the Company at $0.10 and $0.16 per share, respectively, until May 2, 2027. 50% of the Debenture Warrants vested on closing and the remaining 50% will vest and be exercisable on July 2, 2025.
In connection with the third tranche of the Debenture Financing, the Company issued 843,900 finders' shares and granted 843,900 finder's warrants ("Finder's Warrants"). Each Finder's Warrant entitles the holder to acquire one additional common share of the Company at a price of $0.15 per common share until May 2, 2026. The Company incurred cash share issuance costs of $25,859. The 843,900 finder's shares were determined to have a fair value of $113,927. The 843,900 Finder's Warrants were determined to have a fair value of $51,685.
During the year ended March 31, 2025, the Company issued 762,500 common shares at a fair value of $103,438 as consideration for consulting services, issued 718,418 common shares at a fair value $85,704 for debt settlement, and issued 6,737,000 common shares for the exercise of options and warrants for gross proceeds of $730,500.
Selected Annual Information
| Year Ended March 31, 2025 | Year Ended March 31, 2024 | Year Ended March 31, 2023 | ||
|---|---|---|---|---|
| Revenue | $ | - | $ - | $ - |
| Net Loss | $ | (3,126,958) | $(6,007,177) | $(7,009,764) |
| Net Loss per Share | $ | (0.02) | $(0.05) | $(0.07) |
| Total Assets | $ | 1,293,784 | $ 2,039,406 | $ 586,426 |
| Total Liabilities | $ | 4,113,613 | $ 3,467,925 | $ 132,124 |
The total assets and liabilities increased in 2024 primarily as a result of the Debenture Financings.
Selected Quarterly Financial Information
The following table sets out the selected financial information for the three months ended:
| Mar 31, 2025 | Dec 31, 2024 | Sept 30, 2024 | June 30, 2024 | |
|---|---|---|---|---|
| Total assets | $ 1,293,784 | $ 1,015,780 | $ 1,337,625 | $ 1,851,635 |
| Working capital | $ 1,090,697 | $ 745,016 | $ 1,077,974 | $ 1,613,790 |
| Net loss for the period | $ (658,615) | $ (618,105) | $ (816,879) | $ (1,033,359) |
| Loss per share | $ (0.00) | $ (0.00) | $ (0.01) | $ (0.01) |
| Mar 31, 2024 | Dec 31, 2023 | Sept 30, 2023 | June 30, 2023 | |
| Total assets | $ 2,039,406 | $ 993,129 | $ 493,954 | $ 850,163 |
| Working capital | $ 1,731,141 | $ 646,164 | $ 192,972 | $ 663,127 |
| Net loss for the period | $ (798,521) | $ (3,871,114) | $ (716,016) | $ (621,526) |
| Loss per share | $ (0.01) | $ (0.03) | $ (0.01) | $ (0.01) |
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
The Company reported no discontinued operations and declared no dividends for any period presented.
The Company's net losses in the quarters are largely comparable and consistent with one another. The higher net loss during the quarter ended December 31, 2023 was the result of the earn-in option cash and share payments to Canagold Resources Ltd. to acquire a 100% interest in the Fondaway Canyon and Dixie Comstock gold properties and higher exploration and evaluation expenditures.
Fourth Quarter
The Company recorded a net loss of $658,615 ($0.00 per share) for the quarter ended March 31, 2025 which was lower than the net loss of $798,521 ($0.01 per share) for the quarter ended March 31, 2024. This was primarily due to lower share-based compensation and lower exploration and evaluation expenditures incurred in the current quarter.
Results of Operations
The Company recorded a net loss of $3,126,958 for the year ended March 31, 2025, compared to a net loss of $6,007,177 for the year ended March 31, 2024. Details of the more significant changes over last year are as follows:
- An increase in accretion to $388,770 (2024 - $56,846) was the result of the non-convertible debentures issued during the last fiscal year and current year.
- A decrease in advertising and promotion to $69,629 (2024 - $362,374) was the result of the Company decreasing its marketing and promotional activities.
- An increase in directors' fees to $85,250 (2024 - $39,000) was the result of higher directors' fees incurred due to the increase in the number of non-executive directors.
- A decrease in exploration and evaluation expenditures to $1,085,470 (2024 - $4,570,790) was the result of lower expenditures incurred in the year for the Company's drill program at the Fondaway Canyon and Star projects.
- An increase in interest to $466,420 (2024 - $73,583) was the result of interest expense accrued on the non-convertible debentures.
- An increase in share-based compensation to $375,628 (2024 - $238,520) was the result of more options and RSUs being granted in the current fiscal year compared to last year.
Liquidity and Capital Resources
This section should be read in conjunction with the consolidated financial statements of the Company for the year ended March 31, 2025, and the corresponding notes thereto.
The Company has total assets of $1,293,784 (2024 - $2,039,406). The primary assets of the Company are cash and cash equivalents of $1,081,648 (2024 - $1,787,302), accounts receivable of $35,104 (2024 - $23,444), prepaid expenses of $75,204 (2024 - $90,599), accounts payable and accrued liabilities of $87,383 (2024 - $155,733), and short-term lease obligation of $13,876 (2024 - $14,471) for total working capital of $1,090,697 (2024 - $1,731,141).
The Company's consolidated financial statements have been prepared on a going concern basis, under which the Company is assumed to be able to realize its assets and discharge its liabilities in the normal course of operations. The Company currently has no revenue to finance its operations. It is therefore required to fund its activities through
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
the issuance of equity securities and other financing alternatives. The Company's ability to continue as a going concern is therefore dependent upon its ability to raise funds. The Company has not yet realized profitable operations and has incurred significant losses to date resulting in a cumulative deficit of $35,645,523. As at March 31, 2025, the Company had cash and cash equivalents of $1,081,648 to settle current liabilities of $101,259.
The Company relies on the issuance of equity securities and alternative sources of financing, if required, to maintain adequate liquidity to support its ongoing working capital commitments. The following table is a summary of quantitative data about what the Company manages as capital:
| March 31, 2025 | March 31, 2024 | Change | |
|---|---|---|---|
| Cash and cash equivalents | $ 1,081,648 | $ 1,787,302 | $ (705,654) |
| Share capital | $ 29,981,661 | $ 28,723,718 | $ 1,257,943 |
| Deficit | $ (35,645,523) | $ (33,743,283) | $ (1,902,240) |
The Company monitors these items to assess its ability to fulfill its ongoing financial obligations and its exploration program.
Mineral Property Interests
The Company holds interest in three projects located in Nevada, USA.
Fondaway Canyon and Dixie Comstock
On January 3, 2020, the Company executed a definitive agreement (the "Agreement") with Canagold Resources Ltd. ("Canagold"). Under the terms of the Agreement, the Company has acquired 100% of the Fondaway Canyon and Dixie Comstock properties located in Churchill County, Nevada by paying Canagold a total of US$2,000,000 in cash and US$2,000,000 in the Company's shares over 4 years and granting Canagold a 2% NSR in the projects (1% of the NSR can be bought out for US$1,000,000 on each project). The Company also had work commitments totaling US$1,450,000 over 4 years which were fully satisfied. Since all the payment terms have been fully satisfied, the Company now has 100% ownership of the Fondaway Canyon and Dixie Comstock properties subject to an underlying Mining Lease / Purchase Agreement with the original title holder and Advanced Royalty Payment obligations ("ARP's").
The Company is responsible for making ARP's of US$35,000 per year to the original title holder of the Fondaway Canyon property. The ARP's will be applied against the 3% NSR buyout option for US$600,000. US$455,000 has been paid to date. Subsequent to March 31, 2025, the Company made another payment of US$35,000 towards the ARPs.
The Company is responsible for an additional 2% NSR which can be bought out for US$2,000,000.
The Canagold 2% NSR will only take effect upon the maturity of the 3% NSR to the original title holder. Upon payment of the ARPs to the original title holder prior to production and upon maximum allowable NSR buyouts of US$3,000,000, the project would have an outstanding obligation of a 1% NSR.
Fondaway Canyon is an advanced exploration stage gold property located in Churchill County, Nevada. Since the execution of the Agreement, Getchell has completed 28 drill holes (FCG20-01 through FCG22-28), across three drill campaigns (2020, 2021, and 2022), for a total 10,448 metres (34,277 feet) of drilling at Fondaway Canyon.
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
Dixie Comstock, also located in Churchill County, Nevada, consists of 28 unpatented lode claims and has a historic resource estimate. The deposit is classified as a low-sulfidation epithermal system localized along an east-dipping range-front normal fault.
On February 1, 2023, the Company filed a maiden mineral resource estimate on Fondaway Canyon ("2023 MRE"), with the technical report available on SEDAR+ and on the Company's website.
On January 10 and January 18, 2023, the Company provided assay results for the remaining nine drill holes (FCG22-20 to FCG22-28) of the 2022 drill program that were not included in the 2023 MRE. The eight drill holes (FCG22-20 to FCG22-23 and FCG22-25 to FCG22-28) drilled in the Central Area all intersected significant zones of mineralization, continued to demonstrate the consistency of the mineralization, and are additive to the resource model. Upon the conclusion of the 2022 drill program, the mineralization at Fondaway Canyon remains open in most directions for further expansion potential.
Hole FCG22-24, designed to test the Pediment target located 2 km to the west of the Central Area, encountered two minor mineralized intervals hosted within a shear structure exhibiting characteristics indicative of mineralization peripheral to a main zone. The Pediment Area remains a promising target along the east-west gold corridor with the Company's intention to utilize the information garnered to date to vector into the potential gold system indicated for this area.
In November 2023, the Company staked an additional 69 contiguous unpatented mining claims, for 552 hectares (1,364 acres).
On February 5, 2024, the Company recorded, with Churchill County, Nevada, and the Bureau of Land Management, the staking of 6 additional and contiguous unpatented mining claims at the Fondaway Canyon gold project.
On May 31, 2024, the Company filed, with Churchill County, Nevada, and the Bureau of Land Management, the staking of 7 additional unpatented mining claims at the Fondaway Canyon gold project, bringing the total number of claims to 253 covering 4,463 acres (1,806 hectares) and 16 additional contiguous unpatented mining claims at the Dixie Comstock gold project, bringing the total number of claims to 44 covering 725 acres (293.5 hectares).
On June 6, 2024, the Company completed the bulk density ("BD") field program at Fondaway Canyon reporting a 7% Increase to the bulk density of the mineralized host rock than previously reported. The results have been incorporated into an updated Mineral Resource Estimate ("2024 MRE").
Forte Dynamics Inc. was engaged on June 19, 2024, to prepare a Preliminary Economic Assessment ("PEA") on the Fondaway Canyon gold project in Nevada.
On September 11, 2024, the Company announced the results of the 2024 MRE. The results will be incorporated into the Fondaway Canyon PEA. Key highlights of the 2024 MRE* include:
- 18% increase in Indicated mineral resources and 11% increase in Inferred relative to previous 2023 MRE;
- Indicated Mineral Resource of 13.5 million tonnes at an average grade of 1.49 g/t Au for 648,000 ounces of gold;
- Inferred Mineral Resource of 44.8 million tonnes at an average grade of 1.16 g/t Au for an additional 1,670,100 ounces of gold;
- Significant Oxide Cap delineated; and
- Gold mineralization starts at surface and remains open for further expansion.
6
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
Notes on the 2024 Mineral Resource Estimate:
- The independent and qualified person for the mineral resource estimate, as defined by NI 43-101, is Michael Dufresne, P.Geol., P.Geo., from APEX Geoscience Ltd.
- Mineral Resources, which are not Mineral Reserves, do not have demonstrated economic viability. There has been insufficient exploration to define the Inferred Resources tabulated above as an Indicated or Measured Mineral Resource, however, it is reasonably expected that the majority of the Inferred Mineral Resources 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 herein were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum standards on mineral resources and reserves, definitions, and guidelines prepared by the CIM standing committee on reserve definitions and adopted by the CIM council (CIM 2014 and 2019).
- The MRE blocks that make up the oxide component of the In Pit resource are within the overall conceptual pit shape defined by the parameters for the unoxidized material.
- The author is not aware of any known environmental, permitting, legal, title-related, taxation, socio-political or marketing issues or any other relevant issue not reported in the technical report that could materially affect the mineral resource estimate.
- The effective date of the 2024 Mineral Resources Estimate is September 1, 2024, and the effective date for the drill-hole database used to produce this Mineral Resource Estimate is February 7, 2024.
On December 27, 2024, the Company staked and filed 8 unpatented lode mining claims contiguous to its existing Fondaway Canyon claim group, located in the southwest corner of the claim package, bringing the total number of claims to 261 covering 4,623 acres (1,871 hectares).
On January 23, 2025, the Company announced positive results from the independent PEA completed on the Fondaway project. The Company also filed a technical report on February 7, 2025 with additional details regarding the results from the PEA. Based on mineral resources drilled to date and limiting the scope of the PEA to the mineral resources in the Central Area of the project, the PEA outlines an open pit mining and conventional 8,000 tonne per day milling operation with an initial planned mine life of approximately 10.5 years. PEA highlights include:
- $546 million pre-tax net present value discounted at 10% (“NPV10%”) and a 51.2% pre-tax internal rate of return (“IRR”), $474 million after-tax NPV10% and a 46.7% after-tax IRR at a gold price of $2,250/troy ounce (“oz”);
- Initial capital costs estimated at $226.5 million (including a 20% contingency), with a short pre-tax payback of 3.1 years.
On April 24, 2025, the Company provided an update on the strategic objectives for the 2025 year. The Company intends to expand its mineral resource and increase gold recoveries. The Company also intends to produce an updated PEA that could reveal a marked improvement beyond the current robust PEA.
Star
The Company holds a 100% interest in the Star project located in Pershing County Nevada, USA. A portion of the Star claim group is subject to a mining lease agreement between Getchell Gold Nevada Inc. and 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. However, the portion of the Star claim group that is controlled via staking is within the "area of influence" and is subject to the mining lease terms and conditions. The key provisions of the mining lease agreement are as follows:
Original term: Original term of 10 years ended June 26, 2020.
Revised term: The Star Point mining lease was renegotiated and a new agreement, with more favorable payment terms, was executed effective June 1, 2020. The revised term is 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.
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
Advance Minimum Royalties: Advance pre-production royalties deductible from future production royalties are payable upon as follows:
| Effective date of agreement – US$15,000 in cash (paid) and US$10,000 in shares (issued) |
|---|
| 1st Anniversary – US$15,000 in cash (paid) and US$20,000 in shares (issued) |
| 2nd Anniversary – US$20,000 in cash (paid) and US$30,000 in shares (issued) |
| 3rd Anniversary – US$25,000 in cash (paid) and US$40,000 in shares (issued) |
| 4th Anniversary – US$30,000 in cash (paid) and US$40,000 in shares (issued) |
| 5th Anniversary – US$35,000 in cash or gold equivalent |
| 6th Anniversary – US$40,000 in cash or gold equivalent |
| Subsequent Anniversaries – US$40,000 in cash or gold equivalent |
Production Royalties: A fixed NSR of 3% on all valuable minerals produced from the Property is payable to the owners on production. In addition, US$365,000 in previously paid 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.
The Star claim group consists of 75 Mining Lease unpatented lode mining claims and 15 unpatented lode mining claims staked by the Company which are within the area of influence of the Mining Lease Agreement, all totaling 752.5 hectares (1,859 acres).
In late 2020 the Company completed an Induced Polarization ("IP") geophysical survey conducted over the two high grade occurrences, the historical Star Point copper mine and the copper-gold-silver Star South artisanal mining site, for the purpose of refining previously identified geophysical anomalies for drill targeting.
In September 2021, two drill pads, one at Star Point and one 4 kms to the south at Star South, were constructed to target geophysical anomalies underlying the highly mineralized surface occurrences. One additional pad was constructed 1.5 km to the west of Star South to target a strong geophysical anomaly underlying the pediment, a continuous blanket of sediments covering the target area.
On June 2, 2022, the Company announced the commencement of drilling and on August 17, 2022, the Company announced the completion of the drill program comprising two drill holes, SG22-01 targeting the Star Point and SG22-02 targeting the Star South Cu-Au-Ag mineralized occurrences.
Both drill holes encountered indications of epithermal fluids and alteration typically associated with a porphyry style system and extensive structural zones marking high fluid transmissivity. Broad zones of graphitic material occurring as bands and fracture fill were encountered that would provide geophysical responses similar to the ones targeted and copper mineralization was not observed in the drill core. Sample results will be utilized for the interpretation and potential vectoring for the source of the mineralization observed at surface, in preparation for future drill programs.
Hot Springs Peak
The Bureau of Land Management raised the annual claim filing fees from US $165 per claim to US $200 per claim. As a result, Management reviewed all claim packages and, while enlarging the more advanced stage projects, elected not to renew the less advanced stage HSP claim packages.
For more details on any of the Company's activities and announcements noted above, please refer to the Company's website and press releases which can be found on https://www.sedarplus.ca.
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
Expenditures
Exploration and evaluation expenditures for the year ended March 31, 2025 were as follows:
| Star $ | Hot Springs Peak $ | Fondaway Canyon $ | Dixie Comstock $ | Total $ | |
|---|---|---|---|---|---|
| Claim fees | 26,563 | - | 81,065 | 19,300 | 126,928 |
| Field and support | - | 4,323 | 99,113 | 13,094 | 116,530 |
| Geologist | 9,550 | 11,194 | 241,160 | 11,638 | 273,542 |
| Geophysics | - | - | 395,194 | - | 395,194 |
| Laboratory fees | 838 | - | 13,982 | - | 14,820 |
| Royalty payments | 99,011 | - | 48,696 | - | 147,707 |
| Travel | - | 675 | 10,074 | - | 10,749 |
| 135,962 | 16,192 | 889,284 | 44,032 | 1,085,470 |
Exploration and evaluation expenditures for the year ended March 31, 2024 were as follows:
| Star $ | Hot Springs Peak $ | Fondaway Canyon $ | Dixie Comstock $ | Total $ | |
|---|---|---|---|---|---|
| Acquisition and lease payments | - | - | 3,159,068 | 601,727 | 3,760,795 |
| Claim fees | 21,505 | 25,320 | 85,470 | 6,684 | 138,979 |
| Field and support | 15,884 | 2,266 | 128,119 | 6,873 | 153,142 |
| Geologist | 50,265 | 19,433 | 190,304 | 18,808 | 278,810 |
| Geophysics | - | - | 13,473 | - | 13,473 |
| Laboratory fees | 5,282 | - | 68,056 | - | 73,338 |
| Drilling | - | - | 1,888 | - | 1,888 |
| Royalty payments | 87,666 | - | 47,205 | - | 134,871 |
| Travel | - | - | 15,482 | 12 | 15,494 |
| 180,602 | 47,019 | 3,709,065 | 634,104 | 4,570,790 |
Critical Accounting Estimates
The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual experience may differ from these estimates and assumptions. The effect of a change in accounting estimate is recognized prospectively by including it in comprehensive loss in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both. Information about critical accounting estimates and judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements are discussed below:
Judgments
Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the consolidated financial statements within the next financial year are discussed below:
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
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 of the audited financial statements for the year ended March 31, 2025.
Debentures
The Company issued debentures, which are comprised of debt and equity components. The Company measures debentures, in its entirety (debt host and equity component), at fair values at the reporting date. This method requires the input of a number of assumptions including estimated market rate of interest. These assumptions are determined using management's best estimates and involve inherent uncertainties.
Estimates
The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive loss in the year of the change, if the change affects that year only, or in the year of the change and future years, if the change affects both. The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Share-based compensation
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 is 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.
New Standards Adopted by the Company
There are no accounting pronouncements with future effective dates that are applicable or are expected to have a material impact on the Company's financial statements.
Financial Instruments
Financial risk
The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate, foreign currency risk and commodity and equity price risk).
Risk management is carried out by the Company's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.
10
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
(i) 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 and cash equivalents. 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 and cash equivalents as substantially the entire amount is held at a single major Canadian financial institution.
Credit risk on cash and cash equivalents is minimized by depositing with only reputable financial institutions.
(ii) 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 March 31, 2025, the Company had a cash and cash equivalents balance of $1,081,648 (2024 - $1,787,302) and current liabilities of $101,259 (2024 - $170,204). Included in the cash equivalents is a cashable guaranteed investment certificate for $675,000, which bears interest at prime minus 2.25% and matures on May 10, 2025.
The following is a summary of the Company's material contractual obligations (representing undiscounted contractual cash flows):
| Due within | |||||
|---|---|---|---|---|---|
| 1 Year | 2 Years | 3 Years | Over 3 Years | Total | |
| Accounts payable and accrued liabilities | $ 87,383 | $ - | $ - | $ - | $ 87,383 |
| Lease liability | 12,936 | 1,438 | - | - | 14,374 |
| Debentures | - | 3,886,945 | 1,917,727 | - | 5,804,672 |
| Total | $ 100,319 | $ 3,888,383 | $1,917,727 | $ - | $5,906,429 |
(iii) 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.
(a) 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 year, 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 $10,237 (2024 - $10,925). Included in cash and cash equivalents is US$44,949 ($64,619) (2024 - US$96,599 ($130,891)), prepaid expenses is US$33,532 ($48,206) (2024 - US$45,432 ($61,561)), and accounts payable and accrued liabilities is US$7,270 ($10,452) (2024 - US$61,401 ($83,199)) denominated in foreign currency.
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GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
(b) 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 risk that the Company will realize such a loss is limited because the debentures bear a fixed interest rate.
(c) 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.
Related Party Transactions
During the year ended March 31, 2025 the Company entered into the following transaction with related parties and paid or accrued the following amounts:
| Name | Relationship | Purpose of Transaction | Year ended March 31, 2025 |
|---|---|---|---|
| Mike Sieb | President and Director | Management and Director | $198,000 |
| Bill Wagener (Minergy Group LLC) | Former CEO of the Company and Director | Management services | $68,556 |
| Natasha Tsai | CFO of the Company | Consulting services | $42,980 |
| Robert Bass | Chairman and Director | Director's fees | $54,000 |
| Chris Bass | Director | Director's fees | $16,250 |
| Michael Hobart | Director | Director's fees | $15,000 |
For additional details of related party activity, please refer to Note 5 of the March 31, 2025 audited annual consolidated financial statements.
Off-Balance-Sheet Arrangements
As of the date of this MD&A, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity, capital expenditures and capital resources that would be material to investors.
Subsequent Events
Subsequent to March 31, 2025:
- 5,193,000 warrants with a weighted average exercise price of $0.11 and 450,000 options with a weighted average exercise price of $0.13 have been exercised for gross proceeds of $605,325. $61,000 of these proceeds for the exercise of warrants have been received in advance during the year ended March 31, 2025.
- 137,873 shares were issued pursuant to debt settlement with two directors of the Company.
- 62,395 shares were issued pursuant to debt settlement with a consultant of the Company.
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
On April 15, 2025 the Company terminated the Star Mining Lease and returned all claims and data to the underlying owner.
On May 22, 2025, the Company proposed to offer to Debenture holders the option (the "Debenture Conversion Option") to voluntarily convert their outstanding Debentures, together with all accrued interest owed up to the conversion date, in exchange for Units under the same terms as the Offering.
On May 23, 2025, the Company amended the terms of the following warrants, all other terms and conditions of the warrants remain unchanged:
- 2,143,750 warrants with an exercise price of $0.35 pursuant to a private placement of units that closed on June 15, 2023. The original expiry date of the warrants was June 15, 2025, and the new expiry date of the warrants has been extended to June 15, 2026.
- 319,000 warrants with an exercise price of $0.35 pursuant to a private placement of units that closed on July 14, 2023. The original expiry date of the warrants was July 15, 2025 and the new expiry date has been extended to July 14, 2026.
On June 13, 2025, the Company closed a private placement of units at a price of $0.20 per unit and issued a total of 20,000,000 units for gross proceeds of $4,000,000. Each unit is comprised of one common share and one-half common share purchase warrant. Each whole warrant entitles the holder to acquire an additional common share at a price of $0.30 per share for three years from the date of issuance. In connection with the financing, the Company paid finder's fees in the amount of $10,500 and issued 52,500 Finder's Warrants. Each Finder's Warrant entitles the holder to acquire one additional common share of the Company at a price of $0.30 per share until June 13, 2028.
On June 13, 2025, the Company converted the outstanding debentures in the principal amount of $3,612,888 and accrued interest (owed up to June 30, 2025) of $543,841 in exchange for 20,783,646 units. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share at an exercise price of $0.30 per share until June 13, 2028.
On June 25, 2025, the Company converted the outstanding debentures in the principal amount of $475,000 and accrued interest of $69,953 in exchange for 2,724,766 units. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one additional common share at an exercise price of $0.30 per share until June 25, 2028. In connection with the debt conversion, the Company has also accelerated the vesting of 1,025,000 previously issued Debenture warrants.
On July 22, 2025, the Company closed a private placement of units at a price of $0.20 per unit and issued a total of 1,000,000 units for gross proceeds of $200,000. Each unit is comprised of one common share and one-half common share purchase warrant. Each whole warrant entitles the holder to acquire an additional common share at a price of $0.30 per share for three years from the date of issuance.
Outstanding Share Data
As of the date of this MD&A, the Company has 189,230,606 common shares issued and outstanding as well as: (a) stock options to purchase an aggregate of 8,480,000 common shares expiring at various dates between August 2025 and October 2029 and exercisable at prices between $0.08 per common share and $0.59 per common share, (b) compound options to purchase an aggregate of 179,000 units expiring in September 2025 exercisable at $0.40 per unit, (c) share purchase warrants to purchase an aggregate of 72,696,136 common shares expiring at various dates between September 2025 and July 2028, and exercisable at prices between $0.10 and $0.60, and (d)
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
2,147,500 restricted share units. Compound options are options which can be exercised to purchase a unit comprised of both shares and share purchase warrants.
For additional details of share data, please refer to Note 8 of the consolidated financial statements for the year ended March 31, 2025.
Capital Management
The Company's objectives when managing capital are as follows:
i) To safeguard the Company's ability to continue as a going concern;
ii) To raise sufficient capital to finance its exploration and development activities on its mineral exploration properties;
iii) To raise sufficient capital to meet its general and administrative expenditures.
The Company manages its capital structure and makes adjustments to it based on the general economic conditions, its short term working capital requirements, and its planned exploration and development program expenditure requirements. The capital structure of the Company is comprised of shareholders' deficiency which includes share capital, warrants, contributed surplus and deficit. The Company may manage its capital by issuing flow through or common shares, or by obtaining additional financing.
The Company utilized annual capital and operating expenditure budgets to facilitate the management of its capital requirement. These budgets are approved by management and updated for changes in the budgets underlying assumptions as necessary.
There were no changes in the Company's approach to managing capital during the year.
Risks and Uncertainties
Liquidity and Additional Financing
The Company has limited financial resources and no current revenues. There can be no assurance that additional funding will be available to it for further exploration and development of its projects or to fulfill its obligations under applicable agreements. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could cause the Company to reduce or terminate its operations.
Regulatory Requirements
Even if the Company's properties are proven to host economic reserves of gold or other precious or non-precious metals, factors such as governmental expropriation or regulation may prevent or restrict mining of any such deposits. Exploration and mining activities may be affected in varying degrees by government policies and regulations relating to the mining industry. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental legislation and mine safety.
Reliance on Key Personnel
The Company is dependent on a relatively small number of key people, the loss of any of whom could have an
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
adverse effect on its operations. The Company does not carry any key man insurance.
Conflicts of Interest
The directors and officers of the Company may serve as directors or officers of other public resource companies or have significant shareholdings in other public resource companies. Situations may arise in connection with potential acquisitions and investments where the other interests of these directors and officers may conflict with the interest of the Company. In the event that such a conflict of interest arises at a meeting of the directors of the Company, a director is required by the Business Corporations Act (Ontario) to disclose the conflict of interest and to abstain from voting on the matter.
From time to time several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. In determining whether or not the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.
Share Price Volatility
Recently, securities markets in North America have experienced a high level of price and volume volatility, and the market price of many companies, particularly those considered exploration and development stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that significant fluctuations in the trading price of the Company's common shares will not occur, or such fluctuations will not materially adversely impact on the Company's ability to raise equity capital without significant dilution to its existing shareholders, or at all.
General Economic Conditions
Recent events in the global financial markets have had a significant impact on the global economy. Many industries, including the gold and base metal mining industry, are impacted by these market conditions. A continued or more profound slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending/confidence, employment rates, business conditions, inflation, fuel and energy, consumer debt levels, lack of available credit, the state of the financial markets, sovereign debt issues, interest rates, and tax rates may adversely affect the Company's growth and profitability.
More specifically, the global credit/liquidity crisis could impact the cost and availability of financing and the Company's overall liquidity, and the devaluation and volatility of global stock markets impacts the valuation of the Company's common shares, which may impact the Company's ability to raise funds through the issuance of equity securities.
Financial Resources
The Company does not presently have sufficient financial resources to undertake by itself the exploration and development of all of its planned exploration and development programs. Future property acquisitions and the future exploration/development of the Company's properties will therefore depend upon the Company's ability to obtain financing through the joint venturing of projects, private placement financing, public/private financing, or other means. There is no assurance that the Company will be successful in obtaining the required financing. Failure to raise the required funds could result in the Company losing, or being required to dispose of, its interest in its properties.
15
GETCHELL GOLD CORP.
Management's Discussion & Analysis
Year Ended March 31, 2025
Dilution
The Company may require additional equity financing to be raised in the future. The Company may issue securities on less than favourable terms to raise sufficient capital to fund its business plan. Any transaction involving the issuance of equity securities or securities convertible into common shares would result in dilution, possibly substantial, to present and prospective holders of common shares.
Foreign Currency
The Company operates in Canada and United States. Future exploration programs may be denominated in U.S. dollars. Foreign exchange risk arises from purchase transactions as well as financial assets and liabilities denominated in these foreign currencies. The Company does not use derivative instruments to hedge exposure to foreign exchange rate risk. However, management of the Company believes there is no significant exposure to foreign currency fluctuations.
Commitments and Contingencies
The Company's mining and exploration activities are subject to various 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.
Disclosure Controls and Procedures
Disclosure controls and procedures are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within the time periods specified by securities regulations and that the information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer's Annual and Interim Filings) ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the consolidated financial statements for the year ended March 31, 2025 and this accompanying MD&A (together, the "Annual Filings").
In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR+ at www.sedarplus.ca.
Additional Information
Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca.