Getchell Gold Corp. — Management Reports 2025

Nov 28, 2025

GETCHELL

GOLD CORP.

GETCHELL GOLD CORP.

MANAGEMENT'S DISCUSSION & ANALYSIS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025

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GETCHELL GOLD CORP.
Management's Discussion & Analysis
Six Months Ended September 30, 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 six months ended September 30, 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, as well as the unaudited condensed interim consolidated financial statements for the three and six months ended September 30, 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 November 27, 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 two exploration assets in Nevada, USA. The registered address of the Company and its principal place of business is Suite 488 - 625 Howe Street, Vancouver, British Columbia V6C 2T6. The Company's shares are listed on the Canadian Securities Exchange ("CSE") under the symbol "GTCH". In the United States, the Company's shares are traded on the Over-the-Counter OTCQB Venture Market ("OTCQB") under the symbol "GGLDF" and also trade in Germany on the Frankfurt Stock Exchange ("FWB") under the symbol "GGA1".

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GETCHELL GOLD CORP.
Management's Discussion & Analysis
Six Months Ended September 30, 2025

On August 25, 2025, the Company announced the resignation of Scott Frostad, VP Exploration and the appointment of Patrick McLaughlin as Senior Project Geologist and Qualified Person.

On September 4, 2025, the Company welcomed Marc Henderson to its Board of Directors.

Financing

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 $56,140 and issued 260,700 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. The Company incurred additional cash share issuance costs of $105,723. The 260,700 Finder's Warrants were determined to have a fair value of $35,911.

On June 13, 2025, the Company converted the outstanding debentures in the principal amount of $3,612,888 and accrued interest 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. The value of the liability at the time of conversion was $3,492,863. The Company issued 20,783,646 common shares with a fair value of $5,403,748 and recorded a $1,910,885 loss on debt settlement.

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 2,724,765 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. The value of the liability at the time of conversion was $461,268. The Company issued 2,724,766 common shares with a fair value of $653,944 and recorded a $192,676 loss on debt settlement.

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. The Company incurred additional cash share issuance costs of $7,362.

On August 25, 2025, the Company extinguished the remaining outstanding Debentures in the aggregate principal amount of $275,430. On August 22, 2025, the Company paid $119,691 in cash, representing $70,000 in principal and $49,692 in accrued interest. In addition, $205,430 of principal was applied to the exercise of 2,054,300 previously issued Debenture warrants, resulting in the issuance of 2,054,300 common shares of the Company.

During the six months ended September 30, 2025, the Company issued 263,122 common shares at a fair value of $67,354 to settle accounts payable of $55,250 pursuant to debt settlement agreements and recorded a $12,104 loss on settlement of debt. The Company also issued 10,333,000 common shares for the exercise of options and warrants for gross proceeds of $1,203,975 with a value of $177,631 transferred from the stock options and warrants reserves to share capital as a result.

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GETCHELL GOLD CORP.
Management's Discussion & Analysis
Six Months Ended September 30, 2025

Selected Quarterly Financial Information

The following table sets out the selected financial information for the three months ended:

	Sept 30, 2025	June 30, 2025	Mar 31, 2025	Dec 31, 2024
Total assets	$ 4,648,406	5,685,062	1,293,784	$ 1,015,780
Working capital	$ 4,108,638	5,409,775	1,090,697	$ 745,016
Net loss for the period	$ (1,869,619)	(2,792,663)	(658,615)	$ (618,105)
Loss per share	$ (0.01)	(0.02)	(0.00)	$ (0.00)
	Sept 30, 2024	June 30, 2024	Mar 31, 2024	Dec 31, 2023
Total assets	$ 1,337,625	1,851,635	2,039,406	$ 993,129
Working capital	$ 1,077,974	1,613,790	1,731,141	$ 646,164
Net loss for the period	$ (816,879)	(1,033,359)	(798,521)	$ (3,871,114)
Loss per share	$ (0.01)	(0.01)	(0.01)	$ (0.03)

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 current quarter ended September 30, 2025 was the result of the commencement of the drill program at Fondaway Canyon. The higher net loss during the quarter ended June 30, 2025 was primarily due to the loss on debt settlement from the conversion of debentures. 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.

Results of Operations

Six months ended September 30, 2025 and 2024

The Company recorded a net loss of $4,662,282 for the six months ended September 30, 2025, compared to a net loss of $1,850,238 for the six months ended September 30, 2024. Details of the more significant changes over the comparative fiscal period are as follows:

• An increase in exploration and evaluation expenditures to $1,493,196 (2024 - $678,755) was the result of higher expenditures incurred in the period for the Company's drill program at the Fondaway Canyon project.
• A decrease in interest to $125,723 (2024 - $227,704) was the result of less interest expense on the non-convertible debentures, which have been fully repaid as at September 30, 2025
• A decrease in management and consulting fees to $170,512 (2024 - $218,500) was the result of less consulting fees paid during the current fiscal period.
• An increase in share-based compensation to $378,308 (2024 - $310,197) was the result of more options and RSUs being granted in the current fiscal period compared to last fiscal period.
• An increase in loss of debt settlement to $2,115,665 (2024 - $nil) was the result of the conversion of debentures and shares settled with accounts payable.

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GETCHELL GOLD CORP.
Management's Discussion & Analysis
Six Months Ended September 30, 2025

Three months ended September 30, 2025 and 2024

The Company recorded a net loss of $1,869,619 for the three months ended September 30, 2025, compared to a net loss of $816,879 for the three months ended September 30, 2024. Details of the more significant changes over the comparative fiscal period are as follows:

• An increase in exploration and evaluation expenditures to $1,441,114 (2024 – $383,051) was the result of higher expenditures incurred in the period for the Company's drill program at the Fondaway Canyon project.
• A decrease in interest to $5,217 (2024 - $121,426) was the result of less interest expense on the non-convertible debentures, which have been fully repaid as at September 30, 2025
• An increase in share-based compensation to $175,888 (2024 - $nil) was the result of new options and vesting of previously granted RSUs in the current fiscal period.
• An increase in other income to $34,518 (2024 - $nil) was the result of the bonus and rental income from the mining lease agreement with Montana Goldfields LLC for the Dixie Comstock property.

Liquidity and Capital Resources

This section should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company for the three and six months ended September 30, 2025, and the corresponding notes thereto.

The Company has total assets of $4,648,406 (March 31, 2025 - $1,293,784). The primary assets of the Company are cash and cash equivalents of $4,172,489 (March 31, 2025 - $1,081,648), accounts receivable of $81,501 (March 31, 2025 - $35,104), prepaid expenses of $308,061 (March 31, 2025 - $75,204), accounts payable and accrued liabilities of $447,935 (March 31, 2025 - $87,383), and short-term lease obligation of $5,478 (March 31, 2025 - $13,876) for total working capital of $4,108,638 (March 31, 2025 - $1,090,697).

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 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 $40,069,139. As at September 30, 2025, the Company had cash and cash equivalents of $4,172,489 to settle current liabilities of $453,413.

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:

	September 30, 2025		March 31, 2025		Change
Cash and cash equivalents	$	4,172,489	$	1,081,648	$
Share capital	$	41,483,177	$	29,981,661	$
Deficit	$	(40,069,139)	$	(35,645,523)	$

The Company monitors these items to assess its ability to fulfill its ongoing financial obligations and its exploration program.

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GETCHELL GOLD CORP.
Management's Discussion & Analysis
Six Months Ended September 30, 2025

Mineral Property Interests

The Company holds interest in two 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 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$490,000 has been paid to date.

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.

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 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;

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GETCHELL GOLD CORP.
Management's Discussion & Analysis
Six Months Ended September 30, 2025

• 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.

Notes on the 2024 Mineral Resource Estimate:

1. 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.
2. 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).
3. 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.
4. 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.
5. 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.

In July, 2025, the Company commenced the 2025 drill program. Given that the mineral resource remains open in most directions, an initial 10-hole 3,000-metre (10,000 foot) drill program has been designed to further extend the mineralization, along strike and dip, with the intent to increase the mineral resource, enlarge the open pit model, and substantially enhance the Project's overall value.

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GETCHELL GOLD CORP.
Management's Discussion & Analysis
Six Months Ended September 30, 2025

On September 9, 2025, the Company, through its wholly owned subsidiary Getchell Gold Nevada Inc., entered into a mining lease agreement (the "Lease Agreement") with Montana Goldfields LLC ("Montana"), pursuant to which the Company will lease the Dixie Comstock Property to Montana for the purposes of exploration for, and the development of, mining and processing of minerals for a term of 20 years. Under the terms of the Lease Agreement, Montana paid the Company US$25,000 upon execution of the agreement. In addition, Montana has agreed to pay the Company minimum advance royalty payments (the "Advance Royalty Payments") in the amount of US$25,000 on or before the first anniversary of the lease, and each year thereafter throughout the term of the mining lease. Montana Goldfields is also subject to annual minimum work commitments of US$100,000 in the first year, US$200,000 in the second year, and US$300,000 in the third year and every year thereafter. Upon commencement of commercial production, Montana will pay the Company a 2% NSR royalty on mineral production from the property. The lease also grants Montana the option to purchase up to 1% of the 2% NSR for a cash payment of US$1,000,000, and the option to purchase up to 1% of the existing AIM NSR royalty for an additional US$1,000,000.

On October 6, 2025, the Company announced that it has extended the scope of the metallurgical studies on the mineralized material at the Fondaway Canyon gold project with the objective to refine the metallurgical process, upgrade the concentrate, and determine the composition of the concentrate intended for market.

Star

The Company held a 100% interest in the Star project located in Pershing County Nevada, USA. A portion of the Star claim group was subject to a mining lease agreement between Getchell Gold Nevada Inc. and RS Gold, LLC, the "Owner" dated June 26, 2010, amended on May 1, 2015, and further amended on June 1, 2020. The remainder of the Star claim group was controlled via staking.

On April 15, 2025 the Company terminated the Star Mining Lease and returned all claims and data to the underlying owner.

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.

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GETCHELL GOLD CORP.
Management's Discussion & Analysis
Six Months Ended September 30, 2025

Expenditures

Exploration and evaluation expenditures for the six months ended September 30, 2025 were as follows:

	Star $	Hot Springs Peak $	Fondaway Canyon $	Dixie Comstock $	Total $
Claim fees	-	-	72,072	(754)	71,318
Drilling	-	-	1,017,724	-	1,017,724
Field and support	552	219	50,916	-	51,687
Geologist	198	-	186,085	198	186,481
Geophysics	-	-	32,723	-	32,723
Laboratory fees	-	-	28,397	-	28,397
Royalty payments	-	-	48,325	-	48,325
Travel	-	-	56,541	-	56,541
	750	219	1,492,783	(556)	1,493,196

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

Critical Accounting Estimates

The preparation of the unaudited condensed interim consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These unaudited condensed interim consolidated financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the unaudited condensed interim consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant assumptions about the future that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the going concern, debentures, and share-based payments.

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GETCHELL GOLD CORP.
Management's Discussion & Analysis
Six Months Ended September 30, 2025

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.

Related Party Transactions

During the six months ended September 30, 2025 the Company entered into the following transaction with related parties and paid or accrued the following amounts:

Name	Relationship	Purpose of Transaction	Six months ended September 30, 2025
Mike Sieb	President and Director	Management and Director	$103,500
Natasha Tsai	CFO of the Company	Consulting services	$21,900
Robert Bass	Chairman and Director	Director’s fees	$27,000
Chris Bass	Director	Director’s fees	$7,500
Michael Hobart	Director	Director’s fees	$9,000
Marc Henderson	Director	Director’s fees	$1,500

For additional details of related party activity, please refer to Note 4 of the September 30, 2025 unaudited condensed interim 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 September 30, 2025:

• 2,192,505 warrants with a weighted average exercise price of $0.15 have been exercised for gross proceeds of $324,316.
• 41,786 shares were issued pursuant to debt settlement with two directors of the Company.
• 19,086 shares were issued pursuant to debt settlement with a consultant of the Company.

On October 9, 2025, the Company granted an aggregate of 350,000 incentive stock options to directors of the Company. The options are exercisable at a price of $0.38 per common share, have a five-year term from the date of grant, and will vest immediately on the date of grant.

Outstanding Share Data

As of the date of this MD&A, the Company has 196,236,783 common shares issued and outstanding as well as: (a) stock options to purchase an aggregate of 8,720,000 common shares expiring at various dates between December 2025 and October 2029 and exercisable at prices between $0.08 per common share and $0.59 per common share, (b) share purchase warrants to purchase an aggregate of 64,398,481 common shares expiring at

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GETCHELL GOLD CORP.
Management's Discussion & Analysis
Six Months Ended September 30, 2025

various dates between December 2025 and July 2028, and exercisable at prices between $0.10 and $0.60, and (c) 2,147,500 restricted share units.

For additional details of share data, please refer to Note 7 of the September 30, 2025 unaudited condensed interim consolidated financial statements.

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

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GETCHELL GOLD CORP.
Management's Discussion & Analysis
Six Months Ended September 30, 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.

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GETCHELL GOLD CORP.
Management's Discussion & Analysis
Six Months Ended September 30, 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. 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 condensed interim consolidated financial statements for the six months ended September 30, 2025 and this accompanying MD&A (together, the "Interim 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 Interim Filings on SEDAR at www.sedarplus.ca.

Additional Information

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.ca.