Getchell Gold Corp.

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under Business Corporations Act (British Columbia).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF R.R.O. 1990, REGULATION 289/00, AS AMENDED (the "REGULATION") UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990 c. B.16, AS AMENDED (the "OBCA") AND IN THE MATTER OF GETCHELL GOLD CORP.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Getchell Gold Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the Commission's consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant representing to the Commission that:

1. The Applicant is an offering corporation under the OBCA.

2. The Applicant was amalgamated under the OBCA.

3. The Applicant's registered office is located at 133 Richmond Street, Suite 310, Toronto, Ontario, M5H 2L3.

4. The Applicant's common shares (the "Common Shares") are listed and posted for trading on the Canadian Securities Exchange (the "Exchange") under the symbol "GTCH".

5. The authorized share capital of the Applicant consists of an unlimited number of common shares (the "Common Shares") and an unlimited number of special shares issuable in series (the "Special Shares"). As at September 28, 2021, the Applicant had 87,222,281 Common Shares issued and outstanding and no issued and outstanding Special Shares.

6. The Applicant intends to apply (the "Application for Continuance") to the Director (as defined in the OBCA) for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C., 2002, c. 57, as amended (the "BCBCA") pursuant to section 181 of the OBCA.

7. Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

8. The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c. S. 5, as amended (the "Act"), the Securities Act, R.S.B.C. 1996, c. 418 (the "BC Act") and the Securities Act, CQLR c V-1.1, as amended (the "QC Act" and together with the Act and the BC Act, the "Legislation") and will remain a reporting issuer in these jurisdictions following the proposed Continuance.

9. The Applicant is not in default under any provision of the OBCA, the Legislation or the Exchange, including any of the rules, regulations or policies made thereunder.

10. The Applicant is not subject to any proceeding under the OBCA or the Legislation.

11. The Applicant's management information circular dated August 3, 2021 for its annual general and special meeting of shareholders, held on September 17, 2021 (the "Shareholders Meeting") described the proposed Continuance, disclosed the reasons for, and the implications of, the proposed Continuance. It also disclosed full particulars of the dissent rights of the Applicant's shareholders under section 185 of the OBCA and included a summary comparison of the differences between the OBCA and the BCBCA.

12. The Applicant's shareholders approved the Continuance at the Shareholders Meeting by a special resolution. The special resolution authorizing the Continuance was approved by 75.43% of the votes cast. No shareholder exercised dissent rights pursuant to section 185 of the OBCA.

13. The Commission is the principal regulator of the Applicant.

14. The Applicant's registered head office is currently in Ontario. Following the proposed Continuance, the Applicant intends to relocate its head office to British Columbia. The Applicant will apply to make the British Columbia Securities Commission its principal regulator in due course as well.

15. The continuance of the Corporation under the BCBCA has been proposed because the Corporation believes it to be in the best interests of the Corporation.

16. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the Continuance of the Applicant as a corporation under the BCBCA.

DATED at Toronto, Ontario this 1st day of November, 2021.

"Cecilia Williams"

Commissioner

Ontario Securities Commission

"Mary Anne De Monte-Whelan"

Commissioner

Ontario Securities Commission

OSC File #: 2021/0547