Getchell Gold Corp. — Proxy Solicitation & Information Statement 2025

Nov 5, 2025

G

GETCHELL

GOLD CORP.

www.getchellgold.com

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual general meeting (the "Meeting") of the shareholders of Getchell Gold Corp. (the "Company") will be held at 1200 – 750 West Pender St., Vancouver BC V6C 2T8 on:

DECEMBER 10, 2025

at 1:00 P.M. (PST) for the following purposes:

1. to receive the annual financial statements of the Company for its fiscal year ended March 31, 2025, together with the report of the auditor thereon;
2. to fix the number of directors of the Company at five (5);
3. to elect directors of the Company for the ensuing year;
4. to re-appoint Smythe LLP, Chartered Professional Accountants as the auditor of the Company for the ensuing year and to authorize the directors to fix the remuneration of the auditor; and
5. to transact any other business which may properly come before the Meeting, or any adjournment or postponement thereof.

Accompanying this Notice of Meeting is an information circular (the "Information Circular") a form of proxy ("Proxy") or voting instruction form ("Voting Instruction Form"), and a financial statement request form for use by shareholders who wish to receive the Company's interim and/or annual financial statements. The Information Circular provides more detailed information relating to the matters to be addressed at the Meeting and forms part of this Notice.

Notice-and-access - As permitted by Canadian securities regulators, the Company is using "notice-and-access" to deliver the Information Circular to registered and non-registered shareholders. This means that the Information Circular is being posted online for you to access, rather than being mailed out. This Notice includes information on how to access the Information Circular online and how to request a paper copy.

SHAREHOLDERS ARE REMINDED TO READ THE INFORMATION CIRCULAR CAREFULLY BEFORE VOTING.

Where you can access the Information Circular - The Information Circular can be accessed online at the Company's website at https://www.getchellgold.com/, and under the Company's profile on SEDAR+ at www.sedarplus.ca.

The Board of Directors has fixed the close of business on October 28, 2025 as the record date for determining the shareholders who are entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement of the Meeting. A shareholder entitled to vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his/her stead.

Registered shareholders and validly appointed proxyholders may attend the Meeting virtually by contacting Mike Sieb, President at info@getchellgold.com or (647) 249-4798 to obtain a dial-in number that will permit them to attend the Meeting by conference call. Please note that if you plan to attend the Meeting by conference call, you must vote your securities using the method set out in the enclosed Proxy or Voting Instruction Form. Due to issues related to the verification of Shareholder identity, those attending the Meeting by conference call will not be permitted to vote at the Meeting.

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Registered Holders - In order to be voted, the completed Proxy must be received by the Company’s registrar and transfer agent, Endeavor Trust Corporation (the “Transfer Agent”) at least 48 hours (excluding Saturdays, Sundays and holidays recognized in the Province of British Columbia) prior to the scheduled time of the Meeting, or any adjournment or postponement thereof. Registered shareholders electing to submit a Proxy may do so by completing, dating and signing the enclosed form of Proxy and returning it to the Transfer Agent in accordance with the instructions on the Proxy.

Beneficial Holders are asked to return their voting instructions using the methods noted on your Voting Instruction Form.

How to request a paper copy of the Information Circular – Upon request, the Company will provide a paper copy of the Information Circular to any shareholder, free of charge, for a period of one year from the date the Information Circular is filed on SEDAR+. You may request a paper copy before the Meeting by emailing info@getchellgold.com with your request and mailing address or by calling 1-844-499-4482 (toll free in Canada and the United States) or +1-416-350-5007 (outside North America). If your request is made before the date of the Meeting, the Information Circular will be sent to you within three business days of receipt of your request. If the request is made on or after the date of the Meeting, the Information Circular will be sent to you within ten calendar days of receiving your request. To ensure receipt of the paper copy in advance of the voting deadline and Meeting date, we estimate that your request must be received no later than 1:00 p.m. (Vancouver time) on November 26, 2025 (ten business days before the Meeting).

Shareholders with questions about notice and access may receive further information by calling 1-844-499-4482 (toll free) or 416-350-5007.

DATED this 28th day of October, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS

By: “Mike Sieb”
Mike Sieb, President

Please submit the accompanying Proxy or Voting Instruction Form well in advance of the voting deadline of 1:00 p.m. (PST) on December 8, 2025 or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time to which the Meeting may be adjourned or postponed. The accompanying Information Circular provides further information respecting proxies and the matters to be considered at the Meeting and is deemed to form part of this notice of Meeting.