Mr. Greg McCunn reports
GPAC COMPLETES SPIN OUT OF WALHALLA GOLD CORP.
Great Pacific Gold Corp. has closed the previously announced plan of arrangement in connection with the spinout of Walhalla Gold Corp., whereby Great Pacific Gold will distribute the shares of Walhalla to the shareholders of Great Pacific Gold. Walhalla owns the Walhalla gold project in Victoria, Australia.
The spinout was implemented under the terms of an arrangement agreement among the company, 1537559 B.C. Ltd. (Finco) and Walhalla, pursuant to which the shareholders will receive: (i) one common share of Walhalla for every Class A common share in the company held; and (ii) one new common share of the company for every Class A share held.
As a result of the spinout, 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 $1.5-million 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-per-cent net smelter return royalty on the Walhalla gold project.
The new Great Pacific Gold shares will be listed on the TSX Venture Exchange at the market opening on Dec. 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 CSE.
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, approximately 150 kilometres east of Melbourne.
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 National Instrument 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 Papua New Guinea, as follows:
- Wild Dog project: The company's flagship project is located in the East New Britain province of Papua New Guinea. 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 second drill rig expecting to be operational in February, 2026.
- Kesar project: Located in the Eastern Highlands province of Papua New Guinea 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 have developed a follow-up phase 2 program for 2026.
- Arau project: Also located in the Eastern Highlands province of Papua New Guinea, 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 Papua New Guinea.
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