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Senin, 16 Juni 2025

Getchell Gold Corp. Closes Upsized $4 Million Unit Financing and 1st Tranche Debenture Conversion

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Getchell Gold Corp. Closes $4 Million Upsized Unit Financing
and Conversion of 1st Tranche Debenture Conversion

Vancouver, BC – June 16, 2025 – Getchell Gold Corp. (CSE: GTCH) (OTCQB: GGLDF) (FWB: GGA1) ("Getchell" or the "Company") is is pleased to announce that it has closed its previously announced private placement financing of units ("Units") for gross proceeds of $4,000,000 (the "Offering") and has converted the first tranche of outstanding debentures (the "Debentures") in the principal amount of amount of $3,612,888 and accrued interest in the amount of $543,841.20 into Units, on the same terms as the Offering (the "Debenture Conversion Option").

Key Highlights

  Completes $4M Unit financing, upsized due to investor demand

  Includes $1.2M order from lead investor, Myrmikan Gold Fund LLC.s

  Offering to fund 2025 drill program at Fondaway Canyon gold project in Nevada

  $3,612,888 conversion of principal Debenture in first tranche close

  82.8% Debenture conversion rate

  Major debt reduction significantly improves confidence and strengthens the foundation for future value accretion

●  Outstanding Debenture holders have until Friday, June 20, 2025, to convert the Debenture

"The incredible response and support we have received, from our investors and the investment community at large, is a testament to the unrealized value and great opportunity that the Fondaway Canyon gold project represents. It is a belief we strongly echo and one we intend to aggressively pursue. With the close of the Offering behind us, we can return our focus to getting back to the field and discovering more gold in the ground." stated Bob Bass, Chairman.

Offering

The Company has closed its previously announced private placement financing of Units at a price of $0.20 per Unit for gross proceeds of $4,000,000 (the "Offering"). The Offering was upsized from $3 million to $4 million and included a $1.2 million order from lead investor, Myrmikan Gold Fund LLC.

Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant is exercisable into one common share of the Company at an exercise price of $0.30 per share until June 13, 2028.

In connection with the Offering, the Company paid a total of $52,140 in cash and issued an aggregate of 260,700 finder's warrants (the "Finder's Warrants") to arm's length finders. This compensation represents 6.0% of the gross proceeds raised and 6.0% of the Units sold where subscribers were introduced to the Company in connection with the Offering. Each Finder's Warrant entitles the holder to acquire one common share of the Company at a price of $0.30 per share until June 13, 2028.

The Company intends to use the proceeds of the Offering to spearhead the 2025 exploration program at the Fondaway Canyon gold project, as set out in greater detail in the Company's news release dated May 26, 2025.

Fig. 1: Fondaway Canyon Central Area - North Slope looking NW (Source: Getchell Gold Corp. 2022)

Debenture Conversion

In addition, the Company announces that it has converted the first tranche of debentures (the "Debentures") in the principal amount of amount of $3,612,888, representing an 82.8% conversion rate, and accrued interest in the amount of $543,841.20 into Units, on the same terms as the Offering (the "Debenture Conversion Option").  The conversion of the vast majority of the Debentures generates the immediate positive impact of reducing risk, improving confidence, and strengthening the balance sheet, thereby providing a stronger foundation for value accretion in the future.

Participating Debentureholders agreed to voluntarily convert Debentures and accrued in exchange for an aggregate of 20,783,646 Units.  In connection with the first tranche, the Company has also accelerated the vesting date of 6,059,500 Debenture Warrants such that the Debenture Warrants vested on June 13, 2025.

On December 29, 2023, January 26, 2024, and May 2, 2024, the Company issued Debentures in the aggregate principal amount of $4,363,318 (the "Debenture Financing"). The Debentures bear interest at 11% per annum and mature three years from the date of issuance. Debentureholders also received an aggregate of 43,633,180 warrants (the "Debenture Warrants").  Each Debenture Warrant is exercisable at a price of $0.10 per share for a period of three years from the date of issuance. 50% of the Debenture Warrants vested on the date of issuance and the remaining 50% vest 14 months following the closing of each tranche of the Debenture Financing.  

The Company is continuing its outreach to Debentureholders with a deadline for the receipt of executed Debenture Conversion agreements prior to Friday, June 20, 5:00pm PT, to be included in the closing of a second tranche of the Debenture Conversion Option. Debentures in the aggregate principal amount of $750,430 remain outstanding, and the rights of Debentureholders who have not elected to convert their Debentures remain unchanged.

All securities issued under the Offering and the first tranche of the Debenture Conversion Option are subject to a four month hold period, expiring on October 14, 2025, in accordance with applicable Canadian securities laws.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.

MI 61-101 Disclosure

Pursuant to the Debenture Conversion Option, directors Bob Bass and Chris Bass and Corporate Secretary William Wagener converted an aggregate of $1,403,524 in Debentures and accrued interest into 7,017,620 Units. These conversions are considered "related party transactions" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on the exemptions from the formal valuation requirements contained in section 5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in section 5.7(1)(a) of MI 61-101, as the Company is not listed on specified markets and the fair market value of the Units issued on conversion of the insider's Debentures do not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101. The Company did not submit a material change report at least 21 days prior to the closing of the transaction due to the Company's desire to close expeditiously.

Early Warning Disclosure

On June 13, 2025, Mr. Bob Bass of Toronto, Ontario acquired 6,318,500 Units from the Company, at $0.20 per Unit, pursuant to the Debenture Conversion Option. Each Unit is comprised of one common share of the Company and one half of one Warrant, with each Warrant exercisable into an additional common share of the Issuer at a price of $0.30 per share until June 13, 2028. Mr. Bass converted a total of $1,263,700 in Debentures and accrued interest to the Units.  

Immediately prior to the conversion of his Debentures, Mr. Bass owned, or had control or direction over, directly or indirectly, 13,276,936 common shares, 9,950,000 warrants, 1,250,000 options, and 1,000,000 restricted share units ("RSUs") of the Company, representing approximately 9.25% of the Company's then issued and outstanding shares, on an undiluted basis, or 16.36% on a partially diluted basis.  

Following the conversion, Mr. Bass owns or has control or direction over, directly or indirectly, 19,595,436 common shares, 13,109,250 warrants, 1,250,000 options, and 1,000,000 RSUs of the Company, representing approximately 10.63% of the Company's issued and outstanding shares, on an undiluted basis, or 17.51% on a partially diluted basis.

Since Mr. Bass' last early warning report on April 30, 2024, he has acquired an aggregate of 3,199,792 common shares of the Company, 1,500,000 of which were through the exercise of warrants at $0.10 per share, and the remaining 1,699,792 being through shares issued at various prices as consideration for director services, and as purchased by Mr. Bass at various market prices through the facilities of the Canadian Securities Exchange. Mr. Bass also received 1,250,000 options and 1,000,000 RSUs since his last early warning report as part of his compensation from the Company for director services. In aggregate, Mr. Bass' holdings, from the date of his last early warning report, have increased 2.85%, on an undiluted basis, or 2.23%, on a partially diluted basis.

Mr. Bass acquired the Units through the Debenture Conversion for investment purposes. Mr. Bass may, depending on market and other conditions, increase or decrease his ownership in the Company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

The disclosure respecting Mr. Bass' security holdings of the Company contained in this press release is made pursuant to National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues and a report respecting the above disposition will be filed with the applicable securities commissions using the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) and will be available for viewing at www.sedarplus.ca.

About Getchell Gold Corp.

The Company is a Nevada focused gold exploration company trading on the CSE: GTCH, OTCQB: GGLDF, and FWB: GGA1.   Getchell Gold is primarily directing its efforts on its most advanced stage asset, Fondaway Canyon, a past gold producer with a large mineral resource estimate and a recently published robust Preliminary Economic Assessment.

For further information please visit the Company's website at www.getchellgold.com or contact the Company at info@getchellgold.com.

Karen Mate, Corporate Communications
(416) 230-6454
kmate@capitalmarketsadvisory.ca

Office: 1-647-249-4798
Toll Free: 1-877-684-0460
info@getchellgold.com

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.  

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the use of proceeds from the Offering, the Company closing further tranches of the Debenture Conversion Option, future exploration success, and valuation growth. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur.  Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Although management of Getchell have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information.  The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

Senin, 09 Juni 2025

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Senin, 26 Mei 2025

Phil Robertson, 'Duck Dynasty' Patriarch and Outdoor Icon, Dies at 79

United States – May 27, 2025 – Phil Robertson, the beloved patriarch of the "Duck Dynasty" family, founder of Duck Commander, and an outspoken voice for faith and family, passed away peacefully at the age of 79. The news of his passing was announced by his family, marking the end of a remarkable life that transformed a humble duck call business into a global phenomenon and etched his unique persona into the fabric of American culture.

Robertson had been battling Alzheimer's disease, a condition his son, Jase Robertson, publicly discussed in December 2024, noting his father's struggles. The family shared a statement on social media, including Korie Robertson, wife of Willie Robertson, expressing their profound love and gratitude for his life. "We celebrate today that our father, husband, and grandfather, Phil Robertson, is now with the Lord," the statement read, emphasizing his bold faith and desire to share the Gospel. While a private service for the immediate family will be held, plans for a public celebration of his life will be shared in due course, allowing the many admirers he impacted to pay their respects.

Born on April 24, 1946, in Vivian, Louisiana, Phil Robertson's early life was defined by the rugged beauty of the Sportsman's Paradise. He grew up hunting and fishing, a passion that would later shape his destiny. A talented athlete, Robertson earned a football scholarship to Louisiana Tech University, where he played quarterback. However, his true calling lay in the wilderness and the ingenious craft of creating duck calls. Disenchanted with the quality of existing calls, he meticulously designed and patented his own in 1972, meticulously replicating the precise sounds of a duck. This innovation marked the genesis of Duck Commander, a company he officially incorporated in 1973. From his modest home in West Monroe, Louisiana, which served as the initial factory, Phil and his wife, Kay Robertson, along with their children, began building what would become a multi-million-dollar enterprise.

The world was introduced to Phil Robertson and his distinctive family through the A&E reality television series Duck Dynasty, which premiered in 2012. The show followed the exploits of the close-knit Robertson clan, with Phil at its helm, showcasing their daily lives, their thriving business, and their unwavering adherence to traditional values and Christian faith. The series resonated with millions, achieving unprecedented viewership for a non-fiction cable program, and catapulting Phil and his family into national stardom. His signature long beard, deep voice, and often unconventional wisdom became instantly recognizable, turning him into an accidental icon.

Phil Robertson was as well-known for his deeply held conservative and Christian beliefs as he was for his duck calls. He consistently used his platform to share his faith and express his views on social issues, a stance that occasionally generated significant public discussion. A notable instance occurred in 2013 following remarks made during a GQ interview concerning homosexuality, which led to a temporary suspension from A&E. Despite the network's initial decision, a wave of public support from fans and prominent figures, including Sarah Palin and Ted Cruz, saw his reinstatement, reaffirming the strong connection he had forged with a segment of the American public. His family, while acknowledging his sometimes "coarse" language, stood by his biblical interpretations, emphasizing his character as a godly man.

His influence extended beyond television. Phil Robertson continued to be a prolific author and speaker on the Christian circuit, sharing his personal testimony and philosophy. His books, such as "Happy, Happy, Happy" and "UnPHILtered," offered further insights into his perspectives on life and liberty. More recently, his early life and conversion story were depicted in "The Blind," a 2023 film that further illuminated the transformative power of faith in his life, gaining widespread acclaim within Christian circles. He also continued to share his thoughts through the family's podcast, "Unashamed with the Robertson Family," where his health struggles were candidly addressed by his sons.

The legacy of Phil Robertson is multifaceted. He revolutionized the hunting industry with his innovative duck calls and built a family business that extended to other ventures like Buck Commander and Fin Commander. More profoundly, he cultivated a unique brand of rural masculinity and conservative Christianity that resonated powerfully with a vast audience. His bold faith and unwavering commitment to his principles, even in the face of controversy, left an indelible mark.

The Robertson family, including his wife Kay, sons Willie and Jase, and granddaughter Sadie Robertson, among others, has received an outpouring of support from around the world. Their statements reflect a deep faith and a commitment to continuing Phil's legacy of love for God and others. As the family prepares for a private farewell, the wider community awaits details for a public celebration, a gathering that will undoubtedly commemorate a life lived with conviction and an impact that reached far beyond the Louisiana swamps.

News outlets around the nation have reported on Phil Robertson's passing, reflecting the wide reach of his influence.

For those interested in the legacy of Phil Robertson and Duck Commander, products related to their iconic brand are widely available. These items allow fans to connect with the passion for the outdoors that Phil championed.

Phil Robertson's passing leaves a void in the hearts of his family and countless fans. His life story, from humble beginnings to reality television stardom, through faith and conviction, serves as a powerful narrative of American independence and a commitment to deeply held values. He will be remembered not only as the "Duck Commander" but as a man who lived authentically and inspired many to embrace their beliefs.

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Getchell Gold Corp. Upsizes Financing Due to Increased Investor Interest

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Getchell Gold Corp. Upsizes Financing Due to Increased Investor Interest

Vancouver, BC – May 26, 2025 – Getchell Gold Corp. (CSE: GTCH) (OTCQB: GGLDF) (FWB: GGA1) ("Getchell" or the "Company") is pleased to announce that it has increased the size of its previously announced private placement financing (the "Offering") to gross proceeds of up to $4,000,000 from $3,000,000.

All other terms of the Offering remain the same as previously disclosed by the Company on May 23, 2025 and includes a $1.2 million order from lead investor, Myrmikan Gold Fund LLC ("Myrmikan").

The Offering is comprised of units ("Units") at a price of $0.20 per Unit with each Unit comprised of one common share of the Company and one-half of one common share purchase warrant.  Each whole warrant will be exercisable into one common share of the Company at an exercise price of $0.30 per share for a period of three years from the date of issuance.  In connection with the Offering, the Company may pay finder's fees.

The Company intends to use the proceeds of the Offering to spearhead the 2025 exploration program at the Fondaway Canyon gold project with the focus to:

1. Expand Mineral Resource: The already sizable mineral resource remains open in most directions for further expansion.  Through targeted drilling, by an initial drill program comprising 3,000 metres, the drill program's aim is to extend the mineralization along strike and dip, increase the mineral resource, enlarge the open pit model, and thereby substantially enhance the Project's overall value.

2. Increase Gold Recoveries: The metallurgical test work conducted in support of the Preliminary Economic Assessment ("PEA") reported highly satisfactory gold recoveries of 84%. The test work also identified process methods to improve on the recoveries, however due to the commissioned scope of work and the allowable timeframe, further test work was scheduled to be pursued in 2025.  The current objective is to conduct additional test work to demonstrate increased gold recoveries and upgrade the concentrate.  Gold recovery directly translates through to the economics and any increased contribution can have a significant positive impact.

Given the potential for significant increases generated by the planned 2025 drill program and metallurgical test work, and the likelihood of a substantially higher gold price regime, the intent is to produce an updated Mineral Resource Estimate and Preliminary Economic Assessment that could reveal a marked improvement beyond the recently published and highly robust PEA (refer to Company news release February 7, 2025).

"The level of interest sparked is remarkable and a clear reflection of the quality, unrealized value, and upside potential of the Fondaway Canyon gold project.  The additional funds will further strengthen the Company and provide greater confidence to accomplish our objectives." states Getchell Gold Chairman Bob Bass.

Debenture Conversion Option

In addition, as announced in a Company news release dated May 23, 2025, the Company announces that it is offering to convert the Company's outstanding debentures (the "Debentures") and accrued interest in exchange for Units, on the same terms as the Offering.  If all Debenture Holders agreed to convert their Debentures, the Company will issue an additional 25,000,000 Units.

On December 29, 2023, January 26, 2024, and May 2, 2024, the Company issued Debentures in the aggregate principal amount of $4,363,318 (the "Debenture Financing"). The Debentures bear interest at 11% per annum and mature three years from the date of issuance. In addition, lenders also received an aggregate of 43,633,180 warrants (the "Debenture Warrants"). Each Debenture Warrant is exercisable at $0.10 per share for a period of three years from the date of issuance. 50% of the Debenture Warrants vested on the date of issuance and the remaining 50% vest 14 months following the closing of each tranche of the Debenture Financing.

Bob Bass, Chairman of the Company, has agreed to convert the principal amount of his Debentures, being $1,100,000, together with all accrued interest owed up to the conversion date, in exchange for Units under the same terms as the Offering (the "Debenture Conversion Option"). Debentures in the principal amount of $280,000 (including accrued interest) held by other family members of Mr. Bass will also be converted into Units. In consideration for Mr. Bass agreeing to convert the Debentures, the Company has agreed to accelerate the vesting date of 1,500,000 unvested Debenture Warrants, with an exercise price of $0.16 per share held by Mr. Bass, and 400,000 unvested Debenture Warrants held by other family members of Mr. Bass, to the closing date of the Offering.

The Company is offering the Debenture Conversion Option to all Debenture Holders. Upon voluntary conversion of the Debentures, electing Debenture holders will receive Units under the same terms as the Offering, and accelerated vested Debenture Warrants, if applicable. The Debenture Conversion Option will not affect the rights of those Debenture Holders who have not ‎accepted it. Electing Debenture Holders who wish for more information or the necessary steps for the Debenture conversion should contact the Company.  The Debenture Conversion Option will remain open until closing of the Offering, which is expected on or before Friday, June 6, 2025.

Bob Bass, the Company's Chairman offered the following thoughts on this opportunity.  "I am excited to see Myrmikan's support of this Offering and regard this as an opportunity for me and my family to receive additional equity in Getchell at this formative stage of its development.  Myrmikan has a track record of identifying undervalued opportunities and we see this as an inflection point for the value of the Company moving forward.  We encourage all Debenture Holders to consult with their financial advisors to carefully consider following our lead on the Debenture Conversion Option."

The conversion of Bob Bass and Chris Bass's Debentures are considered "related party transactions" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company will rely on the exemptions from the formal valuation requirements contained in section 5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in section 5.7(1)(a) of MI 61-101, as the Company is not listed on specified markets and the fair market value of the Units issued on conversion of Messrs. Bass's Debentures do not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101.

All securities issued under the Offering and Debenture Conversion Option will be subject to a four month hold period in accordance with applicable Canadian securities laws.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.

Fig. 1: Fondaway Canyon Central Area looking NE (Source: Getchell Gold Corp. 2022)

About Getchell Gold Corp.

The Company is a Nevada focused gold exploration company trading on the CSE: GTCH, OTCQB: GGLDF, and FWB: GGA1.   Getchell Gold is primarily directing its efforts on its most advanced stage asset, Fondaway Canyon, a past gold producer with a large mineral resource estimate and a recently published robust Preliminary Economic Assessment. Complementing Getchell's asset portfolio is Dixie Comstock, a past gold producer with a historic resource.

For further information please visit the Company's website at www.getchellgold.com or contact the Company at info@getchellgold.com.

Karen Mate, Corporate Communications
(416) 230-6454
kmate@capitalmarketsadvisory.ca

Office: 1-647-249-4798
Toll Free: 1-877-684-0460
info@getchellgold.com

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.  

Certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the Offering and the terms thereof, participation in the Offering by Myrmikan Gold Fund LLC, completion of the Debenture Conversion Option by Mr. Bass and his family members, election by other Debenture holders to complete the Debenture Conversion Option, and the extension of the June Warrants and the July Warrants. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will" or variations of such words and phrases or statements that certain actions, events or results "will" occur.  Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Although management of Getchell have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information.  The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.