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Great Pacific Gold Corp
Symbol GPAC
Shares Issued 152,310,965
Close 2025-11-27 C$ 0.495
Market Cap C$ 75,393,928
Recent Sedar Documents

Great Pacific shareholders approve Walhalla spinout

2025-11-27 21:06 ET - News Release

Mr. Greg McCunn reports

WALHALLA 1:1 SPINOUT APPROVED BY GREAT PACIFIC GOLD SHAREHOLDERS

At a special meeting held on Nov. 27, 2025, shareholders of Great Pacific Gold Corp. voted to approve the spinout of Walhalla Gold Corp., whereby the company will distribute the shares of Walhalla to the shareholders of Great Pacific. Walhalla will then own the Walhalla gold project in Victoria, Australia.

An information circular setting forth the transaction details was filed on SEDAR+ prior to the special meeting. Shareholders overwhelmingly approved without amendment the special resolution provided in Schedule A of the circular for a statutory arrangement under Section 288 of the Business Corporation Act (British Columbia), which involves, among other things, the distribution of common shares of Walhalla to shareholders of the company on the basis of one Walhalla common share for each common share of the company held, all as more particularly described in the circular.

Shareholders of the company also approved without amendment an ordinary resolution to approve a stock option plan for Walhalla.

Final court approval for the spinout is scheduled for Dec. 4, 2025. Following court approval, the official record date on which a shareholder must be a registered shareholder of Great Pacific to receive the spinout share in Walhalla will be set.

"We have steadily been advancing the financial, technical and legal documentation to support the spinout for the past six months, and we are pleased to see the transaction nearing closing," stated Greg McCunn, chief executive officer of Great Pacific Gold. "The spinout of Walhalla enables GPAC shareholders to retain full and direct exposure to a district-scale gold project in a proven jurisdiction. Walhalla has multiple drill-ready targets, a rich mining history and is now consolidated under a single entity. We look forward to transitioning the Walhalla project to the incoming board and management with preparation work for drilling the highly prospective Pinnacles target in early 2026 under way."

Walhalla gold project

The Walhalla-Woods Point goldfield is one of the significant goldfields in Victoria, Australia, with an estimated total historic gold production from 54 mines of 2.2 million ounces (72.2 tonnes) at a gold grade of 25.3 grams per tonne (source: GeoVic, 2020), approximately 10 per cent of the state's historic gold production. It is estimated that there are over 420 mines/workings for gold within the goldfield, which lies in the Palaeozoic-aged Melbourne geological structural zone, about 150 kilometres east of Melbourne.

For more information on Walhalla, please review the National Instrument 43-101 technical report filed under Walhalla's SEDAR+ profile.

Investor relations engagement

The company also announces that it previously engaged Departures Capital Inc. to provide digital marketing in the form of video interviews of the company. In consideration of these services, the company paid Departures Capital a total fee of $22,500. The services were provided since May, 2025.

Departures Capital is arm's length to the company, and, to the company's knowledge, neither Departures Capital nor its principals currently hold any securities of the company, nor will they receive securities for providing these services to the company.

To the company's knowledge, Departures Capital is controlled by Aaron Missere.

Qualified person

The technical content of this news release has been reviewed, verified and approved by Callum Spink, the company's vice-president, exploration, who is a member of the Australian Institute of Geoscientists, MAIG, a qualified person as defined by National Instrument NI 43-101 (Standards of Disclosure for Mineral Projects). Mr. Spink is responsible for the technical content of this news release. Mr. Spink is not independent of the company.

About Great Pacific Gold Corp.

Great Pacific Gold's vision is to become the leading gold-copper development company in Papua New Guinea. The company has a portfolio of exploration-stage projects in PNG, as follows:

  • Wild Dog project: The company's flagship project is located in the East New Britain province of PNG. The project consists of a large-scale epithermal target, the Wild Dog structural corridor, stretching 15 kilometres in strike length and potentially over 1,000 metres deep based on a recent MobileMT geophysics survey. The survey also highlighted the Magiabe porphyry target, adjacent to the epithermal target and potentially 1,000 metres in diameter and over 2,000 metres deep. Drilling of the epithermal structure on the Sinivit target has yielded high-grade results, including WDG-08, which intercepted 8.4 metres at 50 grams per tonne gold equivalent from 154 metres. The current drilling program will extend into 2026 with a second drill rig expecting to be operational in February, 2026.
  • Kesar project: Located in the Eastern Highlands province of PNG and contiguous with the mine tenements of K92 Mining Inc., the Kesar project is a greenfield exploration project with several high-priority targets in close proximity to the property boundary with K92. Multiple epithermal veins at Kesar are on strike and have the same orientation as key K92 deposits, such as Kora. Exploration work to date by the company at the Kesar project has shown that these veins have high grades of gold present in outcrop and very elevated gold-in-soil grades, coincident with aeromagnetic highs. The company conducted a diamond drill program on key target areas at the Kesar project from November, 2024, to May, 2025, and has developed a follow-up phase 2 program for 2026.
  • Arau project: Also located in the Eastern Highlands province of PNG, the Arau project is south of and contiguous to the mine tenements of K92. Arau contains the highly prospective Mount Victor exploration target with potential for a high-sulphidation epithermal gold/base metal deposit. A phase 1 reverse circulation drilling program was completed at Mount Victor in August, 2024, with encouraging results. The Arau project includes the Elandora licence, which also contains various epithermal and copper-gold porphyry targets.

The company also holds the Tinga Valley project in PNG.

We seek Safe Harbor.

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