Canarc Resource Corp. (TSX: CCM, OTC-QB: CRCUF, Frankfurt: CAN) (“Canarc”) is pleased to announce that it has entered into a definitive option agreement (the “Option Agreement”) with Getchell Gold Corp. (“Getchell”) and Canarc’s wholly owned subsidiary American Innovate Minerals, LLC (“AIM”) pursuant to which Canarc and AIM have granted Getchell an option (the “Option”) to acquire a 100% interest in the Fondaway Canyon and Dixie Comstock properties located in Churchill County, Nevada (the “Properties”).

The Option Agreement replaces the binding letter agreement that was entered into between the Company, AIM and Getchell, as announced in the Company’s news release dated October 17, 2019.

Under the terms of the Option Agreement, Getchell can acquire a 100% interest in the Properties by making the following cash payments and share issuances to Canarc, and incurring the following exploration expenditures on the Properties:

1. by the fifth business day following the execution of the Option Agreement, paying US$100,000 in cash and issuing common shares in the capital of Getchell (the “Getchell Shares”) valued at US$100,000;
2. by the first anniversary of the Option Agreement, paying US$100,000 in cash, issuing US$200,000 of Getchell Shares, and spending US$300,000 in exploration expenditures;
3. by the second anniversary of the Option Agreement, paying US$100,000 in cash, issuing US$300,000 of Getchell Shares, and spending a further US$400,000 in exploration expenditures;
4. by the third anniversary of the Option Agreement, paying US$100,000 in cash, issuing US$400,000 of Getchell Shares, and spending a further US$500,000 in exploration expenditures;
5. by the fourth anniversary of the Option Agreement, paying US$1,600,000 in cash, issuing US$1,000,000 of Getchell Shares, and spending a further US$250,000 in exploration expenditures; and
6. Pay annual claim maintenance fees and advanced Royalty payments totaling approximately US$100,000 annually.

In addition, Getchell can exercise the Option at any time on or before the fourth anniversary of the Option Agreement by completing all of the above-noted cash payments and share issuances to Canarc, without the requirement to complete any outstanding exploration expenditure requirements.

Upon exercise of the Option, Getchell will grant the Company a 2% net smelter royalty on each of the Properties, of which half (a 1% net smelter royalty) can be bought back by the Company for US$1,000,000 for each of the Properties, on a separate basis. Getchell must also honour the pre-existing net smelter royalty interests and advance royalty commitments related to the Properties.

ON BEHALF OF THE BOARD OF DIRECTORS

“Scott Eldridge”