Great Pacific shareholders approve Walhalla spinout

Executive Summary

• Great Pacific Gold Corp. shareholders approved the statutory arrangement to spin out Walhalla Gold Corp., distributing one Walhalla common share for every Great Pacific common share held.
• The transaction involves the distribution of shares to shareholders, with final court approval scheduled for December 4, 2025.
• Shareholders also approved a stock option plan for the new entity, Walhalla Gold Corp.

Key Details

• Transaction Structure: Statutory arrangement under Section 288 of the Business Corporation Act (British Columbia).
• Exchange Ratio: One (1) common share of Walhalla Gold Corp. for each common share of Great Pacific Gold Corp. held by shareholders on the record date.
• Shareholder Vote: Overwhelmingly approved without amendment at a special meeting held on November 27, 2025.
• Corporate Governance: Shareholders approved an ordinary resolution to approve a stock option plan specifically for Walhalla.
• Timeline:
  • Special Meeting Date: November 27, 2025.
  • Final Court Approval: Scheduled for December 4, 2025.
  • Record Date: To be set following court approval.
• Walhalla Project Overview:
  • Located in the Walhalla-Woods Point goldfield in Victoria, Australia.
  • Historic production: Estimated 2.2 million ounces (72.2 tonnes) from 54 mines at a grade of 25.3 g/t.
  • Strategic value: Provides GPAC shareholders with direct exposure to a district-scale gold project in a proven jurisdiction.
  • Future plans: Transitioning to incoming board/management; preparation for drilling the Pinnacles target in early 2026.
• Administrative Expense: Great Pacific Gold paid Departures Capital Inc. $22,500 for digital marketing services (video interviews) provided since May 2025. Departures Capital is arm's length and holds no securities in the company.

Notable Quotes

• "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."