Vancouver, British Columbia--(Newsfile Corp. - December 12, 2025) - Great Pacific Gold Corp. (TSXV: GPAC) (OTCQX: GPGCF) (FSE: V3H) ("Great Pacific Gold," "GPAC," or the "Company") announces that it has closed the previously announced Plan of Arrangement in connection with the spin out (the "Spin Out") of Walhalla Gold Corp. ("Walhalla"), whereby Great Pacific Gold will distribute the shares of Walhalla to the shareholders of GPAC (the "Shareholders"). Walhalla owns the Walhalla Gold Project in Victoria, Australia.
The Spin Out was implemented under the terms of an arrangement agreement (the "Arrangement Agreement") among the Company, 1537559 B.C. Ltd. ("Finco") and Walhalla, pursuant to which the Shareholders will receive: (i) one (1) common share of Walhalla for every Class A Common Share in the Company held (the "Class A Share"); and (ii) one new common share of the Company (the "New GPAC Share") for every Class A Share held.
As a result of the Spin Out, the Shareholders of the Company ceased to be holders of the Class A Shares so exchanged, and the Class A Shares were cancelled by the Company. Each Shareholder became a Shareholder of Walhalla, subject to the amount of Class A Shares held by that Shareholder, and Walhalla became a reporting issuer in the Province of British Columbia.
In addition, Finco previously made a one-time payment of $1,500,000 to the Company under the Arrangement Agreement. Prior to Walhalla listing on the Canadian Securities Exchange, Walhalla will acquire all of the issued and outstanding shares of Finco. The Company also retains a 2% net smelter return royalty on the Walhalla Gold Project.
The New GPAC Shares will be listed on the TSXV at the market opening on December 16, 2025.
Walhalla has applied to list its common shares on the Canadian Securities Exchange and the listing of Wahalla remains subject to acceptance of the Canadian Securities Exchange.
Walhalla Gold Project
The Walhalla-Woods Point Goldfield is one of Victoria, Australia's significant goldfields with an estimated total historic gold production from 54 mines of 2.2Mozs (72.2 tonnes) at a gold grade of 25.3g/t (Source: GeoVic, 2020), approximately 10% 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, some 150km east of Melbourne.
On behalf of Great Pacific Gold:
Greg McCunn
Chief Executive Officer and Director
For further information, visit gpacgold.com or contact:
Investor Relations
Phone +1-778-262-2331
Email: info@gpacgold.com
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, and 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
Great Pacific Gold's vision is to become the leading gold-copper development company in Papua New Guinea ("PNG"). The Company has a portfolio of exploration-stage projects in PNG, as follows:
The Company also holds the Tinga Valley Project in PNG.
Forward-Looking Statements
Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Great Pacific Gold cautions that all forward-looking statements are inherently uncertain and that actual performance may be affected by many material factors, most of which are beyond their respective control. Such factors include, among other things: risks and uncertainties relating to Great Pacific Gold's limited operating history, its exploration and development activities on its mineral properties and the need to comply with environmental and governmental regulations. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. Except as required under applicable securities legislation, Great Pacific Gold does not undertake to publicly update or revise forward-looking information.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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