Plan of arrangement

The TSX Venture Exchange has approved Great Pacific Gold Corp.'s plan of arrangement, which includes certain matters, as outlined below.

The plan of arrangement was approved by Great Pacific shareholders on Nov. 27, 2025, and the Supreme Court of British Columbia granted Great Pacific a final order on Dec. 4, 2025, in connection with the plan of arrangement.

The plan of arrangement involves the spinout of Walhalla Gold Corp. (Spinco) to Great Pacific shareholders. Great Pacific shareholders received one share of Spinco for every share held in Great Pacific.

Spinco will hold the Walhalla project in Victoria, Australia.

Additionally, pursuant to the plan of arrangement, Great Pacific shareholders will receive new shares (as defined below) of Great Pacific in exchange for old shares (as defined below).

The plan of arrangement is fully described in Great Pacific's information circular dated Oct. 27, 2025.

Refer to Great Pacific's news releases dated Nov. 27, 2025, and Dec. 12, 2025, available on SEDAR+.

Substitutional listing

In accordance with the above-referenced plan of arrangement, Great Pacific shareholders who previously held one common share of Great Pacific have exchanged their old shares for new common shares of Great Pacific, on a 1:1 basis.

Accordingly, the new shares will be listed on the exchange at the market opening on Tuesday, Dec. 16, 2025.

Capitalization:  unlimited common shares with no par value, of which 152,310,965 shares are issued and outstanding

Escrowed shares:  nil

Transfer agent:  Odyssey Trust Company

Trading symbol:  GPAC (unchanged)

Cusip No.:  39115B 10 5 (new)