Walhalla 1:1 Spinout Approved by Great Pacific Gold Shareholders

Executive Summary

• Shareholders approved the spin‑out of Walhalla Gold Corp., which will receive one Walhalla share for each Great Pacific Gold (GPAC) share held.
• The statutory arrangement under B.C. Business Corporations Act is pending final court approval on December 4, 2025; a record date will be set thereafter.
• An ordinary resolution also approved a stock option plan for the newly formed Walhalla entity.

Key Details

• Spin‑Out Mechanics: 1:1 distribution of Walhalla common shares to GPAC shareholders upon court approval.
• Court Approval: Scheduled for December 4, 2025; record date to be announced post‑approval.
• Option Plan: Shareholders approved a new stock option plan for Walhalla (terms not disclosed).
• Walhalla Gold Project Overview: Located in Victoria, Australia; historic production ~2.2 Moz from 54 mines at 25.3 g/t Au (~10% of state total). Contains multiple drill‑ready targets and a “Pinnacles” target slated for early‑2026 drilling.
• Financial Disclosure: No cash consideration disclosed; transaction is a pure share distribution (spin‑out).
• CEO Comment: Greg McCunn noted the spin‑out provides GPAC shareholders direct exposure to a district‑scale gold project and that preparation work for drilling Pinnacles is underway for early 2026.
• Investor Relations Service Fee: $22,500 paid to Departures Capital for digital video interview services (May 2025).

Notable Quotes

“The spin‑out of Walhalla enables GPAC shareholders to retain full and direct exposure to a district‑scale gold project in a proven jurisdiction… 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 underway.” – Greg McCunn, CEO